Common use of Pledgor’s Representations and Warranties Clause in Contracts

Pledgor’s Representations and Warranties. Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to Secured Party or Custodian, that: (a) Pledgor is the direct, sole beneficial owner and sole holder of record of the Collateral, free and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorized, validly issued, are fully paid and non-assessable. (b) Pledgor has full power and authority to grant to Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens). (c) Upon the execution and delivery of this Security Agreement by the parties hereto and the registration of the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share register, (i) the security interest created in favor of Secured Party in the Relevant Collateral Shares and the Cash Collateral Account will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (d) On and after the Custodial Arrangement Date, subject to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (e) With respect to all Collateral that may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations. (i) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by Pledgor of the Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by Pledgor, or for the exercise by Secured Party of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (g) No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming Pledgor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements naming Secured Party or any other Lender as secured party. (i) The Advance made by Lender under the Margin Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereof, (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Margin Loan Agreement, (iii) Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by Secured Party of such Relevant Collateral Shares, (iv) the pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to Pledgor with respect to the Secured Obligations. The representation and warranty set forth in this clause (h) shall be deemed repeated as of any date on which Collateral is released under the Margin Loan Agreement.

Pledgor’s Representations and Warranties. Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to Secured Party or Custodian, Custodian that: (a) Pledgor is the direct, sole beneficial owner and sole holder of record of the Collateral, free and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorized, validly issued, are fully paid and non-assessable. (b) Pledgor has full power and authority to grant to Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to the Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens). (cb) Upon Subject to the execution and delivery of this Security the Control Agreement with respect to the Collateral Account by the parties hereto and the registration of the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share registerthereto, (i) the security interest created in favor of Secured Party in the Collateral Account and the security entitlements in respect of the Relevant Collateral Shares and the Cash Collateral Account will other financial assets credited thereto constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have has control (within the meaning of Sections 8-106, 9-104 106 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (d) On and after the Custodial Arrangement Date, subject to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (ec) With respect to all Collateral that a security interest in which may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations. (id) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction Set forth on Exhibit B hereto (as updated from time to which such issuance or transfer may be subject, (ii) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge time by Pledgor by written notice to Secured Party) are Pledgor’s exact name as it appears in its Organization Documents; the type of entity of Pledgor; its state of organization; its mailing address; and the Collateral pursuant location of its place of business (which is its only place of business). Such information with respect to this Security Agreement or for the execution, delivery and performance of this Security Agreement by Pledgor, or for the exercise by Secured Party of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (g) No financing statement or security agreement describing all or any portion of the Collateral which Pledgor has not lapsed or been terminated naming different from the information set forth on Exhibit B (as updated from time to time by Pledgor as debtor has been filed or is of record in by written notice to Secured Party) at any jurisdiction except for financing statements or security agreements naming Secured Party or any other Lender as secured partytime within the past five years. (i) The Advance Advances made by Secured Party or any Agented Lender under the Margin Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereof, (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Margin Loan Agreement, (iii) Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by the Secured Party of such Relevant Collateral Shares, (iv) the pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to Pledgor with respect to the Secured Obligations. The representation and warranty set forth in this clause (h) shall be deemed repeated as of any date on which Collateral is released under the Margin Loan Agreement.

Pledgor’s Representations and Warranties. Each Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to Trustee and the Secured Party or Custodian, thatParties as follows: (a) The Pledged Collateral applicable to such Pledgor listed on the attached Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable. (b) Such Pledgor is the direct, sole legal and beneficial owner and sole holder of record of the Collateral, Pledged Collateral free and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorizedLien or option, validly issued, are fully paid and non-assessable. (b) Pledgor has full power and authority to grant to Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens). (c) Upon the execution and delivery of this Security Agreement by the parties hereto and the registration of the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share register, except for (i) the security interest created in favor of Secured Party in the Relevant Collateral Shares by this Pledge Agreement and the Cash Collateral Account will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within other Liens permitted under the meaning of Sections 8-106, 9-104 and 9-106 of Master Debt Agreements ( the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party“Permitted Liens”). (dc) On and after the Custodial Arrangement DateNo authorization, subject to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (e) With respect to all Collateral that may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations. (i) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interests, and (iii) no consentauthentication, approval, authorization, or other action by, and no giving of notice, notice to or filing with, any governmental authority Governmental Authority or any other Person regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Security Pledge Agreement or for the execution, delivery and delivery, or performance of this Security Pledge Agreement by Pledgor, such Pledgor or (b) for the exercise by the Collateral Trustee or any Secured Party of the voting or other rights provided for in this Security Pledge Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). (d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Collateral Trustee. (e) The Membership Interests listed on the attached Schedule 2.02 (a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (g) No financing statement or security agreement describing all or any portion The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage of the Collateral issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has not lapsed or been terminated naming Pledgor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements naming Secured Party or any other Lender as secured partyownership interest. (ih) The Advance made Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by Lender under it during the Margin Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereof, (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Margin Loan Agreement, (iii) Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by Secured Party of such Relevant Collateral Shares, (iv) the pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to Pledgor with respect last five years prior to the Secured Obligations. The representation and warranty set forth in date of this clause (h) shall be deemed repeated as of any date on which Collateral is released under the Margin Loan Pledge Agreement.

Pledgor’s Representations and Warranties. Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to Secured Party or Custodian, that: (a) Pledgor is the direct, sole beneficial owner and sole holder of record of the Collateral, free and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorized, validly issued, are fully paid and non-assessable. (b) Pledgor has full power and authority to grant to Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens). (cb) Upon Subject to the execution and delivery of this Security Agreement by the parties hereto and the registration of the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share registerControl Agreement, (i) the security interest created in favor of Secured Party in the Collateral Account and the security entitlements in respect of the Relevant Collateral Shares and the Cash Collateral Account will constitute other financial assets credited thereto constitutes a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have has control (within the meaning of Sections 8-106, 9-104 106 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party, in each case, subject to Permitted Liens. (d) On and after the Custodial Arrangement Date, subject to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (ec) With respect to all Collateral that a security interest in which may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority (subject to Permitted Liens) security interest in such Collateral as security for the payment and performance of the Secured Obligations. (i) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge The Advances made by Pledgor of the Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by Pledgor, or for the exercise by Secured Party of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (g) No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming Pledgor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements naming Secured Party or any other Lender as secured party. (i) The Advance made by Agented Lender under the Margin Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereof, (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Margin Loan Agreement, (iii) Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by Secured Party of such Relevant Collateral Shares, (iv) the pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to Pledgor with respect to the Secured Obligations. The representation and warranty set forth in this clause (hd) shall be deemed repeated as of any date on which Collateral is released under the Margin Loan Agreement.

Pledgor’s Representations and Warranties. Each Pledgor hereby represents and warrants to the Administrative Agent and the Secured Party, Parties as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to Secured Party or Custodian, thatfollows: (a) The Pledged Collateral applicable to such Pledgor listed on the attached Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable. (b) Such Pledgor is the direct, sole legal and beneficial owner and sole holder of record of the Collateral, Pledged Collateral free and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorizedLien or option, validly issued, are fully paid and non-assessable. (b) Pledgor has full power and authority to grant to Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens). (c) Upon the execution and delivery of this Security Agreement by the parties hereto and the registration of the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share register, except for (i) the security interest created in favor of Secured Party in the Relevant Collateral Shares by this Pledge Agreement and the Cash Collateral Account will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within other Liens permitted under the meaning of Sections 8-106, 9-104 and 9-106 of Credit Agreement ( the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party“Permitted Liens”). (dc) On and after the Custodial Arrangement DateNo authorization, subject to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (e) With respect to all Collateral that may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations. (i) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interests, and (iii) no consentauthentication, approval, authorization, or other action by, and no giving of notice, notice to or filing with, any governmental authority Governmental Authority or any other Person regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Security Pledge Agreement or for the execution, delivery and delivery, or performance of this Security Pledge Agreement by Pledgor, such Pledgor or (b) for the exercise by the Administrative Agent or any Secured Party of the voting or other rights provided for in this Security Pledge Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). (d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Administrative Agent. (e) The Membership Interests listed on the attached Schedule 2.02 (a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (g) No financing statement or security agreement describing all or any portion The Pledged Shares list on the attached Schedule 2.02(c) constitute the percentage of the Collateral issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has not lapsed or been terminated naming Pledgor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements naming Secured Party or any other Lender as secured partyownership interest. (ih) The Advance made Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by Lender under it during the Margin Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereof, (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Margin Loan Agreement, (iii) Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by Secured Party of such Relevant Collateral Shares, (iv) the pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to Pledgor with respect last five years prior to the Secured Obligations. The representation and warranty set forth in date of this clause (h) shall be deemed repeated as of any date on which Collateral is released under the Margin Loan Pledge Agreement.

Pledgor’s Representations and Warranties. Pledgor hereby represents and warrants to Secured Party, Collateral Agent and the Lenders as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to Secured Party or Custodian, thatfollows: (a) 4.1. Pledgor is the direct, sole legal record and beneficial owner of, and sole holder has good and marketable title to, the Pledged Securities, and the Pledged Securities are not subject to any pledge, lien, mortgage, hypothecation, security interest, charge, option, warrant, or other encumbrance whatsoever, nor to any agreement purporting to grant to any third party a security interest in the property or assets of record Pledgor that would include such Pledged Securities, except the security interest created by this Agreement or otherwise securing only Collateral Agent and the Lenders. 4.2. All of the Collateral, free Pledged Securities have been duly authorized and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorized, validly issued, and are fully paid and non-assessable. 4.3. Pledgor has full power, authority and legal right to grant a security interest in all of the Pledged Securities pursuant to the terms of this Agreement. 4.4. No consent, license, permit, approval or authorization, filing or declaration with any governmental authority, domestic or foreign, and no consent of any other party is required to be obtained by Pledgor in connection with the pledge of the Pledged Securities hereunder as of the effective date as described in Section 2.9(b) of the Credit Agreement (the "Pledge Effective Date"), that has not been obtained or made, and is not in full force and effect. 4.5. The pledge, assignment and delivery of the Pledged Securities hereunder creates, when the Pledged Securities have been delivered to Collateral Agent, or, with respect to the Pledged Securities of a Foreign Subsidiary, registration of such interest, if appropriate, a valid first lien on, and a first perfected security interest in, the Pledged Securities and the proceeds thereof, effective as of the Pledge Effective Date. 4.6. The Pledged Securities constitute (a) one hundred percent (100%) of the shares of stock or other equity interest of each Subsidiary other than a Foreign Subsidiary and (b) Pledgor has full power and authority to grant to Secured Party sixty-five percent (65%) of the security shares of stock or other equity interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral of each Foreign Subsidiary (subject to one hundred percent (100%) if there would be no other Liens, other than Permitted Liensadverse tax consequence). (c) Upon 4.7. Pledgor fully anticipates that the Obligations will be repaid without the necessity of selling the Pledged Securities. 4.8. Pledgor has received consideration that is the reasonable equivalent value of the obligations and liabilities that Pledgor has incurred to Collateral Agent and the Lenders. Pledgor is not insolvent, as defined in any applicable state or federal statute, nor will Pledgor be rendered insolvent by the execution and delivery of this Security Agreement to Collateral Agent for the benefit of the Lenders. Pledgor is not engaged or about to engage in any business or transaction for which the assets retained by Pledgor are or will be an unreasonably small amount of capital, taking into consideration the parties hereto obligations to Collateral Agent and the registration of Lenders incurred hereunder. Pledgor does not intend to incur debts beyond Pledgor's ability to pay them as they mature. 4.9. If the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share register, (i) the security interest created in favor of Secured Party in the Relevant Collateral Shares and the Cash Collateral Account will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (Pledged Securities are "restricted" within the meaning of Sections 8-106Rule 144, 9-104 or any amendment thereof, promulgated under the Securities Act of 1933, as amended (the "Securities Act"), as determined by counsel for Collateral Agent, Pledgor further represents and 9-106 warrants that (a) Pledgor has been the beneficial owner of the UCCPledged Securities for a period of at least two (2) thereof and years prior to the date hereof, (iiib) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien the full purchase price or other theory, may be asserted against Secured Party. consideration for the Pledged Securities has been paid or given at least two (d2) On and after the Custodial Arrangement Date, subject years prior to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (e) With respect to all Collateral that may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations. (i) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interestsdate hereof, and (iiic) no consent, approval, authorization, Pledgor does not have a short position in or any put or other action by, and no giving option to dispose of notice, filing with, any governmental authority securities of the same class as the Pledged Securities or any other Person is required for the pledge by Pledgor of the Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by Pledgor, or for the exercise by Secured Party of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (g) No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming Pledgor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements naming Secured Party or any other Lender as secured party. (i) The Advance made by Lender under the Margin Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereof, (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Margin Loan Agreement, (iii) Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by Secured Party convertible into securities of such Relevant Collateral Shares, (iv) the pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to Pledgor with respect to the Secured Obligations. The representation and warranty set forth in this clause (h) shall be deemed repeated as of any date on which Collateral is released under the Margin Loan Agreementclass.

Pledgor’s Representations and Warranties. Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to Secured Party or Custodian, that: (a) Pledgor is the direct, sole beneficial owner and sole holder of record of the Collateral, free and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorized, validly issued, are fully paid and non-assessable. (b) Pledgor has full power and authority to grant to Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens). (cb) Upon Subject to the execution and delivery of this Security Agreement by the parties hereto and the registration of the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share registerControl Agreement, (i) the security interest created in favor of Secured Party in the Collateral Account and the security entitlements constituting Relevant Collateral Shares and the Cash Collateral Account will other financial assets credited thereto constitute a perfected first priority security interest (subject to Permitted Liens) securing the Secured Obligations, (ii) Secured Party will have has control (within the meaning of Sections 8-106, 9-104 106 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured PartyParty (other than by Custodian to the extent expressly set forth in the applicable Control Agreement). (d) On and after the Custodial Arrangement Date, subject to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (ec) With respect to all Collateral that a security interest in which may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest (subject to Permitted Liens) in such Collateral as security for the payment and performance of the Secured Obligations. (i) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge The Advances made by Pledgor of the Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by Pledgor, or for the exercise by Secured Party of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (g) No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming Pledgor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements naming Secured Party or any other Lender as secured party. (i) The Advance made by Agented Lender under the Margin Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereof, (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Margin Loan Agreement, (iii) Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by Secured Party of such Relevant Collateral Shares, (iv) the pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to Pledgor with respect to the Secured Obligations. The representation and warranty set forth in this clause (hd) shall be deemed repeated as of any date on which Collateral is released under the Margin Loan Agreement.

Pledgor’s Representations and Warranties. Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to Secured Party or Custodianhereof, that: (a) Pledgor is the direct, sole beneficial owner and sole holder of record of the Collateral, free and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorized, validly issued, are fully paid and non-assessable. (b) Pledgor has full power and authority to grant to Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to the Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens). (c) Upon the execution and delivery of this Security Agreement by the parties hereto and the registration of the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share register, (i) the security interest created in favor of Secured Party in the Relevant Collateral Shares and the Cash Collateral Account will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (d) On and after the Custodial Arrangement Date, subject to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (eb) With respect to all Collateral that a security interest in which may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations. (c) Set forth on Exhibit B hereto (as updated from time to time by Pledgor by written notice to Secured Party) are Pledgor’s exact name as it appears in its Organization Documents; the type of entity of Pledgor; its state of organization; its mailing address; and the location of its place of business (which is its only place of business). Such information with respect to Pledgor has not been different from the information set forth on Exhibit B (as updated from time to time by Pledgor by written notice to Secured Party) at any time within the past five years. (d) Pledgor (i) None is duly organized, validly existing and in good standing under the laws of the Collateral has been issued or transferred in violation jurisdiction of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectits organization, (ii) there are no existing optionshas all requisite power and authority to enter into, warrantsand perform its obligations under, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interests, this Agreement and (iii) no consentis qualified to do business in, approvaland is in good standing in, authorizationevery jurisdiction where such qualification is required. (e) The Transactions involving Pledgor are within the powers of and have been duly authorized by all necessary action by Pledgor. This Agreement has been duly executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (f) The Transactions involving Pledgor (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and no giving of noticeare in full force and effect and except for filings necessary to perfect Liens created pursuant to the Margin Loan Documentation, filing with(ii) will not violate any Law applicable to Pledgor, (iii) will not violate or result in a default under any governmental authority indenture, agreement or other instrument binding upon Pledgor or any other Person is required for the pledge by Pledgor assets of the Collateral pursuant Pledgor, or give rise to this Security Agreement or for the execution, delivery and performance of this Security Agreement a right thereunder to require any payment to be made by Pledgor, (iv) will not result in the creation or for the exercise by Secured Party imposition of the voting or other rights provided for in this Security Agreement or for the remedies in respect any Lien on any asset of the Collateral Pledgor, except Liens created pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering Margin Loan Documentation and sale (v) will not violate or require any consent under the Organization Documents of securities generallyPledgor. (g) No financing statement There are no actions, suits or security agreement describing proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Pledgor, threatened in writing against, Pledgor (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve the Loan Agreement, this Agreement or the Transactions. (h) Pledgor is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or any portion to its properties. (i) Pledgor is not, and after giving effect to the contemplated Transactions will not be, required to register as an “investment company” under the United States Investment Company Act of the Collateral which has not lapsed or been terminated naming Pledgor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements naming Secured Party or any other Lender as secured party1940. (i) The Advance made by Lender under present fair market value of Pledgor’s assets exceeds the Margin Loan Agreement and the pledge total amount of the Relevant Collateral Shares Pledgor’s liabilities (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereofincluding contingent liabilities), (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Margin Loan Agreementcapital and assets sufficient to carry on its businesses, (iii) Pledgor intends is not engaged and expects is not about to repay in full the Secured Obligations engage in a manner that will not result business or a transaction for which its remaining assets are unreasonably small in a sale by Secured Party of relation to such Relevant Collateral Shares, business or transaction and (iv) Pledgor does not intend to incur or believe that it will incur debts beyond its ability to pay as they become due. Pledgor will not be rendered insolvent by the pledge consummation of such Relevant Collateral Shares hereunder constitutes the Transactions. (k) Pledgor owns all of its assets (including all of the Collateral) free and clear of Liens, other than Permitted Liens. (l) Pledgor has not made nor consented to, nor is aware of, any registrations, filings or recordations in any jurisdiction evidencing a bona fide pledge security interest in any of its properties, including the filing of a register of mortgages, charges and (v) Secured Party has full recourse to Pledgor other encumbrances or filings of UCC-1 financing statements, other than with respect to the Secured Obligations. The representation and warranty set forth in this clause (h) shall be deemed repeated as of any date on which Collateral is released Liens granted to Lenders under the Margin Loan Documentation and Permitted Liens. (m) Pledgor and its managers, officers and employees and to the knowledge of Pledgor, its agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Pledgor or any of its Responsible Officers, or (b) to the knowledge of Pledgor, any managers, employees or agents of Pledgor, is a Sanctioned Person. (n) Pledgor does not have and has never had (a) any employees and it has never directly contracted with individuals who are not independent contractors, (b) to maintain, contribute to, or any direct obligation to maintain or contribute to, any Employee Benefit Plan, and (c) any actual or potential liabilities with respect to any Pension Plan, including as a result of its affiliation with any of its ERISA Affiliates, that exceed the Threshold Amount. No Person treated as an independent contractor by Pledgor shall have been classified as an employee by any Governmental Authority. (o) The assets of Pledgor do not constitute “plan assets” of an ERISA Plan. (p) Pledgor is not engaged in any business or activity other than (a) holding Collateral and ministerial activities incidental thereto and otherwise expressly contemplated herein or in the Loan Agreement, (b) performing its obligations under the Margin Loan Documentation and the Transactions and (c) payment of taxes and administrative fees necessary for compliance with this Agreement or the other Margin Loan Documentation.

Pledgor’s Representations and Warranties. Each Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to Secured Party or Custodian, thatand the other Beneficiaries as follows: (a) The Pledged Collateral applicable to such Pledgor listed on the attached Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued to such Pledgor and are fully paid and nonassessable (as applicable in light of the entity type of each individual issuer). (b) Such Pledgor is the direct, sole legal and beneficial owner and sole holder of record of the Collateral, Pledged Collateral free and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorizedLien or option, validly issued, are fully paid and non-assessable. (b) Pledgor has full power and authority to grant to Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens). (c) Upon the execution and delivery of this Security Agreement by the parties hereto and the registration of the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share register, except for (i) the security interest created in favor of Secured Party in the Relevant Collateral Shares by this Pledge Agreement and the Cash Collateral Account will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured PartyPermitted Liens. (dc) On and after the Custodial Arrangement DateNo authorization, subject to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (e) With respect to all Collateral that may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations. (i) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interests, and (iii) no consentauthentication, approval, authorization, or other action by, and no giving of notice, notice to or filing with, any governmental authority Governmental Authority or any other Person regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Security Pledge Agreement or for the execution, delivery and delivery, or performance of this Security Pledge Agreement by Pledgor, such Pledgor or (b) for the exercise by the Secured Party or any Beneficiary of the voting or other rights provided for in this Security Pledge Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). (d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Secured Party. (e) The Membership Interests listed on the attached Schedule 2.02(a) constitute the percentage of the issued and outstanding membership interests of the respective issuer thereof set forth on Schedule 2.02(a) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (f) The Partnership Interests listed on the attached Schedule 2.02(b) constitute the percentage of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all of the Equity Interest in such issuer in which the Pledgor has any ownership interest. (g) No financing statement or security agreement describing all or any portion The Pledged Shares listed on the attached Schedule 2.02(c) constitute the percentage of the Collateral issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all of the Equity Interest in such issuer in which the Pledgor has not lapsed or been terminated naming Pledgor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements naming Secured Party or any other Lender as secured partyownership interest. (ih) The Advance made Schedule 3 sets forth its sole jurisdiction of formation, type of organization, federal tax identification number, the organizational number, and all names used by Lender under it during the Margin Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereof, (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Margin Loan Agreement, (iii) Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by Secured Party of such Relevant Collateral Shares, (iv) the pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to Pledgor with respect last five years prior to the Secured Obligations. The representation and warranty set forth in date of this clause (h) shall be deemed repeated as of any date on which Collateral is released under the Margin Loan Pledge Agreement.

Pledgor’s Representations and Warranties. Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to Secured Party or Custodian, that: (a) Pledgor is the direct, sole beneficial owner and sole holder of record of the Collateral, free and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorized, validly issued, are fully paid and non-assessable. (b) Pledgor has full power and authority to grant to Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to the Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens). (cb) Upon the execution and delivery of this Security Agreement by the parties hereto and the registration of the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share register, (i) the security interest created in favor of Secured Party in the Relevant Collateral Shares and the Cash Collateral Account will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (d) On and after the Custodial Arrangement Date, subject Subject to the execution of the Control Agreement with respect to the Collateral Accounts Account by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts Account and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 106 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (ec) With respect to all Collateral that may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations. (i) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge The Advances made by Pledgor of the Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by Pledgor, or for the exercise by Secured Party of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (g) No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming Pledgor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements naming Secured Party or any other Lender as secured party. (i) The Advance made by Agented Lender under the Margin Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by the Pledgor hereunder are not a device to secure the sale thereof, (ii) the Pledgor has no expectation or intention that an Event of Default will occur under the Margin Loan Agreement, (iii) the Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by the Secured Party of such Relevant Collateral Shares, (iv) the pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to the Pledgor with respect to the Secured Obligations. The representation and warranty set forth in this clause (hd) shall be deemed repeated as of any date on which Collateral is released under the Margin Loan Agreement.

Pledgor’s Representations and Warranties. Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to Secured Party or Custodianhereof, that: (a) Pledgor is the direct, sole beneficial owner and sole holder of record of the Collateral, free and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorized, validly issued, are fully paid and non-assessable. (b) Pledgor has full power and authority to grant to Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to the Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens). (c) Upon the execution and delivery of this Security Agreement by the parties hereto and the registration of the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share register, (i) the security interest created in favor of Secured Party in the Relevant Collateral Shares and the Cash Collateral Account will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (d) On and after the Custodial Arrangement Date, subject to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (eb) With respect to all Collateral that a security interest in which may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations. (c) Set forth on Exhibit B hereto (as updated from time to time by Pledgor by written notice to Secured Party) are Pledgor’s exact name as it appears in its Organization Documents; the type of entity of Pledgor; its state of organization; its mailing address; and the location of its place of business (which is its only place of business). Such information with respect to Pledgor has not been different from the information set forth on Exhibit B (as updated from time to time by Pledgor by written notice to Secured Party) at any time within the past five years. (d) Pledgor (i) None is duly organized, validly existing and in good standing under the laws of the Collateral has been issued or transferred in violation jurisdiction of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectits organization, (ii) there are no existing optionshas all requisite power and authority to enter into, warrantsand perform its obligations under, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interests, this Agreement and (iii) no consentis qualified to do business in, approvaland is in good standing in, authorizationevery jurisdiction where such qualification is required. (e) The Transactions involving Pledgor are within the powers of and have been duly authorized by all necessary action by Pledgor. This Agreement has been duly executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (f) The Transactions involving Pledgor (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and no giving of noticeare in full force and effect and except for filings necessary to perfect Liens created pursuant to the Margin Loan Documentation, filing with(ii) will not violate any Law applicable to Pledgor, (iii) will not violate or result in a default under any governmental authority indenture, agreement or other instrument binding upon Pledgor or any other Person is required for the pledge by Pledgor assets of the Collateral pursuant Pledgor, or give rise to this Security Agreement or for the execution, delivery and performance of this Security Agreement a right thereunder to require any payment to be made by Pledgor, (iv) will not result in the creation or for the exercise by Secured Party imposition of the voting or other rights provided for in this Security Agreement or for the remedies in respect any Lien on any asset of the Collateral Pledgor, except Liens created pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering Margin Loan Documentation and sale (v) will not violate or require any consent under the Organization Documents of securities generallyPledgor. (g) No financing statement There are no actions, suits or security agreement describing proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Pledgor, threatened in writing against, Pledgor (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve the Loan Agreement, this Agreement or the Transactions. (h) Pledgor is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or any portion of the Collateral which has not lapsed or been terminated naming Pledgor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements naming Secured Party or any other Lender as secured partyto its properties. (i) The Advance made by Lender Pledgor is not, and after giving effect to the contemplated Transactions will not be, required to register as an “investment company” under the Margin Loan Agreement and the pledge United States Investment Company Act of the Relevant Collateral Shares (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereof, (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Margin Loan Agreement, (iii) Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by Secured Party of such Relevant Collateral Shares, (iv) the pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to Pledgor with respect to the Secured Obligations. The representation and warranty set forth in this clause (h) shall be deemed repeated as of any date on which Collateral is released under the Margin Loan Agreement1940.

Pledgor’s Representations and Warranties. Pledgor hereby represents and warrants to Secured Party, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to Secured Party or Custodianhereof, that: (a) Pledgor is the direct, sole beneficial owner and sole holder of record of the Collateral, free and clear of any Liens other than Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorized, validly issued, are fully paid and non-assessable. (b) Pledgor has full power and authority to grant to Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to the Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, other than Permitted Liens). (c) Upon the execution and delivery of this Security Agreement by the parties hereto and the registration of the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share register, (i) the security interest created in favor of Secured Party in the Relevant Collateral Shares and the Cash Collateral Account will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (d) On and after the Custodial Arrangement Date, subject to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (eb) With respect to all Collateral that a security interest in which may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and Secured Party as the secured party), Secured Party will have a valid and perfected first priority security interest (subject to Permitted Liens) in such Collateral as security for the payment and performance of the Secured Obligations. (c) Set forth on Exhibit B hereto (as updated from time to time by Pledgor by written notice to Secured Party) are Pledgor’s exact name as it appears in its Organization Documents; the type of entity of Pledgor; its state of organization; its mailing address; and the location of its place of business (which is its only place of business). Such information with respect to Pledgor has not been different from the information set forth on Exhibit B (as updated from time to time by Pledgor by written notice to Secured Party) at any time within the past five years. (d) Pledgor (i) None is duly organized, validly existing and in good standing under the laws of the Collateral has been issued or transferred in violation jurisdiction of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subjectits organization, (ii) there are no existing optionshas all requisite power and authority to enter into, warrantsand perform its obligations under, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interests, this Security Agreement and (iii) no consentis qualified to do business in, approvaland is in good standing in, authorizationevery jurisdiction where such qualification is required. (e) The Transactions involving Pledgor are within the powers of and have been duly authorized by all necessary action by Pledgor. This Security Agreement has been duly executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (f) The Transactions involving Pledgor (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and no giving of noticeare in full force and effect and except for filings necessary to perfect Liens created pursuant to the Margin Loan Documentation, filing with(ii) will not violate any Law applicable to Pledgor, (iii) will not violate or result in a default under any governmental authority indenture, agreement or other instrument binding upon Pledgor or any other Person is required for the pledge by Pledgor assets of the Collateral pursuant Pledgor, or give rise to this Security Agreement or for the execution, delivery and performance of this Security Agreement a right thereunder to require any payment to be made by Pledgor, (iv) will not result in the creation or for the exercise by Secured Party imposition of the voting or other rights provided for in this Security Agreement or for the remedies in respect any Lien on any asset of the Collateral Pledgor, except Liens created pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering Margin Loan Documentation and sale (v) will not violate or require any consent under the Organization Documents of securities generallyPledgor. (g) No financing statement There are no actions, suits or security agreement describing proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Pledgor, threatened in writing against, Pledgor (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve the Loan Agreement, this Security Agreement or the Transactions. (h) Pledgor is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or any portion to its properties. (i) Pledgor is not, and after giving effect to the contemplated Transactions will not be, required to register as an “investment company” under the United States Investment Company Act of the Collateral which has not lapsed or been terminated naming Pledgor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements naming Secured Party or any other Lender as secured party1940. (i) The Advance made by Lender under present fair market value of Pledgor’s assets exceeds the Margin Loan Agreement and the pledge total amount of the Relevant Collateral Shares Pledgor’s liabilities (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereofincluding contingent liabilities), (ii) Pledgor has no expectation or intention that an Event of Default will occur under the Margin Loan Agreementcapital and assets sufficient to carry on its businesses, (iii) Pledgor intends is not engaged and expects is not about to repay in full the Secured Obligations engage in a manner that will not result business or a transaction for which its remaining assets are unreasonably small in a sale by Secured Party of relation to such Relevant Collateral Shares, business or transaction and (iv) Pledgor does not intend to incur or believe that it will incur debts beyond its ability to pay as they become due. Pledgor will not be rendered insolvent by the pledge consummation of such Relevant Collateral Shares hereunder constitutes the Transactions. (k) Pledgor owns all of its assets (including all of the Collateral) free and clear of Liens, other than Permitted Liens. (l) Pledgor has not made nor consented to, nor is aware of, any registrations, filings or recordations in any jurisdiction evidencing a bona fide pledge security interest in any of its properties, including the filing of a register of mortgages, charges and (v) Secured Party has full recourse to Pledgor other encumbrances or filings of UCC-1 financing statements, other than with respect to the Secured Obligations. The representation and warranty set forth in this clause (h) shall be deemed repeated as of any date on which Collateral is released Liens granted to Lenders under the Margin Loan Documentation and Permitted Liens. (m) Pledgor and its managers, officers and employees and to the knowledge of Pledgor, its agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Pledgor or any of its Responsible Officers, or (b) to the knowledge of Pledgor, any managers, employees or agents of Pledgor, is a Sanctioned Person. (n) Pledgor (a) does not have and has never had any employees and it has never directly contracted with individuals who are not independent contractors, (b) does not maintain, contribute to, or have any direct obligation to maintain or contribute to, any Employee Benefit Plan, and (c) does not have any actual or contingent liabilities with respect to any Pension Plan, including as a result of its affiliation with any of its ERISA Affiliates, that in the case of (c), individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect. (o) The assets of Pledgor do not constitute “plan assets” within the meaning of the Plan Asset Regulation. (p) Pledgor is not engaged in any business or activity other than (a) holding Collateral and ministerial activities incidental thereto and otherwise expressly contemplated herein or in the Loan Agreement, (b) performing its obligations under the Margin Loan Documentation and the Transactions and (c) payment of taxes and administrative fees in connection with the business permitted under this Security Agreement, the Loan Agreement and its Organization Documents.

Pledgor’s Representations and Warranties. Pledgor hereby represents and warrants to each Secured PartyParty and Collateral Agent, as of the date hereof and any subsequent date on which Collateral is deposited into or credited to the Collateral Account or delivered to any Secured Party Party, Collateral Agent or Custodian, that: (a) Pledgor is the direct, sole beneficial owner and sole holder of record of the Collateral, free and clear of any Liens lien, security interest, option or other than charge or encumbrance (each, a “Lien”) except for the security interest created by this Agreement and any Lien granted on or prior to the date hereof to the Custodian pursuant to the Control Agreement in respect of the Collateral Account (such Liens, the “Permitted Liens. Pledgor further represents and warrants that all Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Collateral) duly authorized, validly issued, are fully paid and non-assessable”). (b) Pledgor has full power and authority to grant to each Secured Party the security interest in such Collateral granted pursuant hereto. The security interest in the Collateral granted to each Secured Party pursuant to this Security Agreement is a valid and binding security interest in the Collateral (subject to no other Liens, Liens other than the Permitted Liens). (c) Upon Subject to the execution and delivery of this Security the Control Agreement with respect to the Collateral Account by the parties hereto and the registration of the Relevant Collateral Shares in the name of the applicable Lender on the Issuer’s share registerthereto, (i) the security interest created in favor of each Secured Party in the Relevant Collateral Shares Account and the Cash Collateral Account security entitlements in respect of the financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) each Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against any Secured Party. (d) On and after the Custodial Arrangement Date, subject to the execution of the Control Agreement with respect to the Collateral Accounts by the parties thereto, (i) the security interest created in favor of Secured Party in the Collateral Accounts and the security entitlements in respect of the Relevant Collateral Shares and other financial assets credited thereto will constitute a perfected first priority security interest securing the Secured Obligations, (ii) Secured Party will have control (within the meaning of Sections 8-106, 9-104 and 9-106 of the UCC) thereof and (iii) no action based on an adverse claim to such security entitlement or any such financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against Secured Party. (e) With respect to all Collateral that may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement in the form of Exhibit A hereto is filed in the appropriate office against Pledgor in the location listed on Schedule 1 (naming Pledgor as the debtor and each Secured Party as the secured party), each Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations. (ie) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Collateral or which obligate the issuer of any Equity Interest included in the Collateral to issue additional Equity Interests, and (iii) no No consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by Pledgor of the Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by Pledgor, or for the exercise by any Secured Party of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (gf) No To Pledgor’s actual knowledge, after reasonable inquiry, no financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming Pledgor as debtor has been filed or is of record in any jurisdiction except for financing statements or security agreements naming Collateral Agent, on behalf of each Secured Party or any other Lender Party, as secured party. (i) The Advance made by Lender under the Margin Loan Agreement and the pledge of the Relevant Collateral Shares (or security entitlements in respect thereof) by Pledgor hereunder are not a device to secure the sale thereof, (ii) . Pledgor has no expectation or intention that an Event of Default will occur under not authorized the Margin Loan Agreement, (iii) Pledgor intends and expects to repay in full the Secured Obligations in a manner that will not result in a sale by Secured Party of such Relevant Collateral Shares, (iv) the pledge of such Relevant Collateral Shares hereunder constitutes a bona fide pledge and (v) Secured Party has full recourse to Pledgor with respect to the Secured Obligations. The representation and warranty set forth in this clause (h) shall be deemed repeated as filing of any date on which Collateral is released under the Margin Loan Agreementsuch financing statements.