Common use of Securities Intermediary Clause in Contracts

Securities Intermediary. (a) X.X. Xxxxxx, as Pledged Securities Intermediary, hereby represents and warrants to, and agrees with the Grantor and the Trustee, as follows: (a) It is a securities intermediary as of the date hereof and, for so long as this Agreement remains in effect and X.X. Xxxxxx is acting as the Pledged Securities Intermediary hereunder, it shall remain a securities intermediary and shall at all times act in such capacity with respect to the Trustee, the Pledge Account and all other Collateral. (b) The Pledge Account is and will be maintained as a securities account. (c) Each item of property (whether cash, certificated or uncertificated securities, security certificates, security entitlements or any other property whatsoever) credited to the Pledge Account shall be treated as a financial asset. (d) All financial assets in registered form or payable to, or to the order of, any Person and credited to the Pledge Account shall be registered in the name of, payable to or to the order of, or endorsed to, the Pledged Securities Intermediary, and in no case during the term of this Agreement will any financial asset credited to the Pledge Account be registered in the name of, payable to or to the order of, or endorsed to, the Grantor, except to the extent the foregoing have been subsequently endorsed by the Grantor to the Pledged Securities Intermediary or in blank. (e) It (i) shall, upon written direction from the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, and without further consent from the Grantor, comply with all instructions, entitlement orders and directions of any kind originated by the Trustee concerning the Collateral, including without limitation directions to liquidate or otherwise dispose of the Collateral as and to the extent directed by the Trustee and to pay over to the Trustee, or as otherwise directed by the Trustee, all proceeds and other value therefrom or otherwise distributed with respect thereto, without any set-off or deduction, and (ii) shall not, except as otherwise directed in writing by the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, comply or agree to comply with any instructions, entitlement orders or directions of any kind that are originated by the Grantor or any other Person with respect to any of the Collateral. (f) Except for the claims and interests of the Trustee under this Agreement and the rights of the Grantor vis-à-vis the Trustee hereunder, it does not know of any claim to or security interest or other interest in the Collateral. (g) It hereby waives its rights to set off any obligations of the Grantor to it against any or all of the Collateral, and hereby agrees that any and all liens, encumbrances, claims or security interests which it may have against the Collateral, either now or in the future, are and shall be subordinate and junior in right of payment to the prior payment in full of all Secured Obligations.

Securities Intermediary. (a) X.X. XxxxxxU.S. Bank, as Pledged Securities Intermediary, hereby represents and warrants to, and agrees with the Grantor and the Trustee, as follows: (a) It is a securities intermediary as of the date hereof and, for so long as this Agreement remains in effect and X.X. Xxxxxx U.S. Bank is acting as the Pledged Securities Intermediary hereunder, it shall remain a securities intermediary and shall at all times act in such capacity with respect to the Trustee, the Pledge Account and all other Collateral. (b) The Pledge Account is and will be maintained as a securities account. (c) Each item of property (whether cash, certificated or uncertificated securities, security certificates, security entitlements or any other property whatsoever) credited to the Pledge Account shall be treated as a financial asset. (d) All financial assets in registered form or payable to, or to the order of, any Person and credited to the Pledge Account shall be registered in the name of, payable to or to the order of, or endorsed to, the Pledged Securities Intermediary, and in no case during the term of this Agreement will any financial asset credited to the Pledge Account be registered in the name of, payable to or to the order of, or endorsed to, the Grantor, except to the extent the foregoing have been subsequently endorsed by the Grantor to the Pledged Securities Intermediary or in blank. (e) It (i) shall, upon written direction from the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, and without further consent from the Grantor, comply with all instructions, entitlement orders and directions of any kind originated by the Trustee concerning the Collateral, including without limitation directions to liquidate or otherwise dispose of the Collateral as and to the extent directed by the Trustee and to pay over to the Trustee, or as otherwise directed by the Trustee, all proceeds and other value therefrom or otherwise distributed with respect thereto, without any set-off or deduction, and (ii) shall not, except as otherwise directed in writing by the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, comply or agree to comply with any instructions, entitlement orders or directions of any kind that are originated by the Grantor or any other Person with respect to any of the Collateral. (f) Except for the claims and interests of the Trustee under this Agreement and the rights of the Grantor vis-à-vis the Trustee hereunder, it does not know of any claim to or security interest or other interest in the Collateral. (g) It hereby waives its rights to set off any obligations of the Grantor to it against any or all of the Collateral, and hereby agrees that any and all liens, encumbrances, claims or security interests which it may have against the Collateral, either now or in the future, are and shall be subordinate and junior in right of payment to the prior payment in full of all Secured Obligations.

Securities Intermediary. Xxxxx Fargo, hereby undertakes and agrees to act as “securities intermediary” (aas such term is defined in Section 8-102 (a)(14) X.X. Xxxxxxof the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)). In such capacity (Xxxxx Fargo, in such capacity being herein sometimes referred to as Pledged the “Securities Intermediary”) and in accordance with Section 3.01 of this Agreement, hereby represents and warrants tothe Securities Intermediary has established the Spread Account. The Securities Intermediary represents, warrants, acknowledges and agrees with the Grantor and the Trustee, as followsthat: (a1) It is a securities intermediary as shall not change the name or account number of the date hereof and, for so long as this Agreement remains in effect and X.X. Xxxxxx is acting as Spread Account without the Pledged Securities Intermediary hereunder, it shall remain a securities intermediary and shall at all times act in such capacity with respect to prior written consent of the Trustee, the Pledge Account and all other Collateral.Collateral Agent; (b2) The Pledge Account is and will be maintained as a All securities account. (c) Each item of property (whether cash, certificated or uncertificated securities, security certificates, security entitlements or any other property whatsoever) underlying any financial assets deposited in or credited to the Pledge Account shall be treated as a financial asset. (d) All financial assets in registered form or payable to, or to the order of, any Person and credited to the Pledge Spread Account shall be registered in the name of, payable of the Securities Intermediary or the Collateral Agent or in blank or credited to another securities account or to accounts maintained in the order of, or endorsed to, name of the Pledged Securities Intermediary, and in no case during the term of this Agreement will shall any financial asset deposited in or credited to the Pledge Spread Account be registered in the name of, payable to or to the order of, or endorsed to, the Grantor, of Seller except to the extent the foregoing have been subsequently endorsed by the Grantor specially indorsed to the Pledged Securities Intermediary or in blank.; (e3) It All property delivered to the Securities Intermediary pursuant to this Agreement for deposit in or credit to the Spread Account shall be promptly credited to the Spread Account; (i4) shallThe Spread Account is a “securities account” as such term is defined in Section 8-501(a) of the New York UCC, upon written direction and the Securities Intermediary agrees that each item of property (whether investment property, financial asset, security, instrument, a GIC or cash) deposited in or credited to the Spread Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC and that, subject to the terms of this Agreement, the Securities Intermediary will treat the Collateral Agent as entitled to exercise the rights that comprise any financial asset deposited in or credited to such Account; and (5) If at any time the Securities Intermediary shall receive any order from the Trustee, as entitlement holder with respect Collateral Agent directing transfer or redemption of any financial asset relating to the Pledge Spread Account, the Pledged Securities and all other Collateral, and Intermediary shall comply with such entitlement order without further consent from the Grantor, comply with all instructions, entitlement orders and directions of any kind originated by the Trustee concerning the Collateral, including without limitation directions to liquidate or otherwise dispose of the Collateral as and to the extent directed by the Trustee and to pay over to the Trustee, or as otherwise directed by the Trustee, all proceeds and other value therefrom or otherwise distributed with respect thereto, without any set-off or deduction, and (ii) shall not, except as otherwise directed in writing by the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, comply or agree to comply with any instructions, entitlement orders or directions of any kind that are originated by the Grantor Seller or any other Person with respect to any person. Without limiting the generality of Section 8.11 of this Agreement, the Collateral. (f) Except for the claims and interests of the Trustee under parties agree that both this Agreement and the rights Spread Account shall be governed by the laws of the Grantor vis-à-vis the Trustee hereunder, it does not know State of New York. Regardless of any claim to or security interest or provision in any other interest in the Collateral. (g) It hereby waives its rights to set off any obligations agreement, for purposes of the Grantor New York UCC, New York shall be deemed to it against any or be the Securities Intermediary’s jurisdiction and the Spread Account (as well as all of the Collateral, and hereby agrees that any and all liens, encumbrances, claims or security interests which it may have against the Collateral, either now or in the future, are and securities entitlements related thereto) shall be subordinate and junior in right governed by the laws of payment to the prior payment in full State of all Secured ObligationsNew York.

Securities Intermediary. (a) X.X. XxxxxxChase Manhattan Bank AG, as Pledged Collateral Securities Intermediary, hereby represents and warrants to, and agrees with the Grantor Pledgor and the Trustee, Trustee as follows: (a) It is a securities intermediary as of the date hereof and, and for so long as this Pledge Agreement remains in effect shall remain in effect and X.X. Xxxxxx it is acting as the Pledged Collateral Securities Intermediary hereunder, it shall remain a securities intermediary and shall at all times act in as such capacity with respect to the Pledgor, the Trustee, the Pledge Collateral Account and all other Collateral. (b) The Pledge Collateral Account is and will be maintained as a securities account. (c) Each item of It is the securities intermediary with respect to any assets, property (whether cash, certificated or uncertificated securities, security certificates, security entitlements or any other property whatsoever) items credited to the Pledge Collateral Account shall be treated as a financial assetfrom time to time. (d) All financial assets in registered form or payable to, to or to the order of, any Person of and credited to the Pledge Account shall be registered in the name of, payable to or to the order of, or endorsed to, the Pledged Collateral Securities Intermediary, Intermediary and in no case during the term of this Pledge Agreement will any financial asset credited to the Pledge Collateral Account be registered in the name of, payable to or to the order of, or endorsed to, the GrantorPledgor, except to the extent the foregoing have been subsequently endorsed by the Grantor Pledgor to the Pledged Collateral Securities Intermediary or in blank. (e) It (i) shall, upon written direction from the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, Trustee and without further consent from the GrantorPledgor, (i) comply with all instructions, entitlement orders and directions of any kind originated by the Trustee concerning the Collateral, including without limitation directions to liquidate or otherwise dispose of the Collateral as and to the extent directed by the Trustee and to pay over to the Trustee, or as otherwise directed by the Trustee, Trustee all proceeds and other value therefrom or otherwise distributed with respect thereto, thereto without any set-off or deduction, and (ii) shall not, except as otherwise directed in writing by the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, comply or agree not to comply with any the instructions, entitlement orders or directions of any kind that are originated by the Grantor Pledgor or any other Person with respect to any of the Collateralperson. (f) Each item of property (whether cash, a security, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to the Collateral Account shall be treated as a financial asset. (g) Except for the claims and interests of the Trustee under this Agreement and the rights of Pledgor in the Grantor vis-à-vis the Trustee hereunderCollateral, it does not know of any claim to or security interest or other interest in the Collateral. (gh) It hereby waives its rights to set off any obligations of the Grantor Pledgor to it against any or all of assets held by the Trustee as Collateral, and hereby agrees that any and all liens, encumbrances, claims or security interests which it may have against the Collateral, either now or in the future, future are and shall be subordinate and junior in right of payment to the prior payment in full of all Secured Obligationsobligations of the Pledgor now or hereafter existing under the Indenture, Notes and all other documents related thereto whether for principal, interest (including, without limitation, interest as provided in the Notes, whether or not such interest accrues after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding), indemnities, fees, premiums, expenses or otherwise. (i) It shall not agree with any third party to comply with any instructions, entitlement orders or directions of any kind concerning the Collateral originated by such third party without the prior written consent of the Trustee.

Securities Intermediary. (a) X.X. XxxxxxWilmington Trust Company, as Pledged Securities Intermediary, hereby represents and warrants to, and agrees with the Grantor and the Trustee, as follows: (a) It is a securities intermediary as of the date hereof and, for so long as this Agreement remains in effect and X.X. Xxxxxx Wilmington Trust Company is acting as the Pledged Securities Intermediary hereunder, it shall remain a securities intermediary and shall at all times act in such capacity with respect to the Trustee, the Pledge Account and all other Collateral. (b) The Pledge Account is and will be maintained as a securities account. (c) Each item of property (whether cash, certificated or uncertificated securities, security certificates, security entitlements or any other property whatsoever) credited to the Pledge Account shall be treated as a financial asset. (d) All financial assets in registered form or payable to, or to the order of, any Person and credited to the Pledge Account shall be registered in the name of, payable to or to the order of, or endorsed to, the Pledged Securities Intermediary, and in no case during the term of this Agreement will any financial asset credited to the Pledge Account be registered in the name of, payable to or to the order of, or endorsed to, the Grantor, except to the extent the foregoing have been subsequently endorsed by the Grantor to the Pledged Securities Intermediary or in blank. (e) It (i) shall, upon written direction from the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, and without further consent from the Grantor, comply with all instructions, entitlement orders and directions of any kind originated by the Trustee concerning the Collateral, including including, without limitation limitation, directions to liquidate or otherwise dispose of the Collateral as and to the extent directed by the Trustee and to pay over to the Trustee, or as otherwise directed by the Trustee, all proceeds and other value therefrom or otherwise distributed with respect thereto, without any set-off or deduction, and (ii) shall not, except as otherwise directed in writing by the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, comply or agree to comply with any instructions, entitlement orders or directions of any kind that are originated by the Grantor or any other Person with respect to any of the Collateral. (f) Except for the claims and interests of the Trustee and the Holders under this Agreement and the rights of the Grantor vis-à-vis the Trustee hereunder, it does not know of any claim to or security interest or other interest in the Collateral. (g) It hereby waives its rights to set off any obligations of the Grantor to it against any or all of the Collateral, and hereby agrees that any and all liens, encumbrances, claims or security interests which it may have against the Collateral, either now or in the future, are and shall be subordinate and junior in right of payment to the prior payment in full of all Secured Obligations.

Securities Intermediary. (a) X.X. XxxxxxXxxxx Fargo, as Pledged Securities Intermediary, hereby represents and warrants to, and agrees with the Grantor and the Trustee, as follows: (a) It is a securities intermediary as of the date hereof and, for so long as this Agreement remains in effect and X.X. Xxxxxx Xxxxx Fargo is acting as the Pledged Securities Intermediary hereunder, it shall remain a securities intermediary and shall at all times act in such capacity with respect to the Trustee, the Pledge Account and all other Collateral. (b) The Pledge Account is and will be maintained as a securities account. (c) Each item of property (whether cash, certificated or uncertificated securities, security certificates, security entitlements or any other property whatsoever) credited to the Pledge Account shall be treated as a financial asset. (d) All financial assets in registered form or payable to, or to the order of, any Person and credited to the Pledge Account shall be registered in the name of, payable to or to the order of, or endorsed to, the Pledged Securities Intermediary, and in no case during the term of this Agreement will any financial asset credited to the Pledge Account be registered in the name of, payable to or to the order of, or endorsed to, the Grantor, except to the extent the foregoing have been subsequently endorsed by the Grantor to the Pledged Securities Intermediary or in blank. (e) It (i) shall, upon written direction from the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, and without further consent from the Grantor, comply with all instructions, entitlement orders and directions of any kind originated by the Trustee concerning the Collateral, including without limitation directions to liquidate or otherwise dispose of the Collateral as and to the extent directed by the Trustee and to pay over to the Trustee, or as otherwise directed by the Trustee, all proceeds and other value therefrom or otherwise distributed with respect thereto, without any set-off or deduction, and (ii) shall not, except as otherwise directed in writing by the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, comply or agree to comply with any instructions, entitlement orders or directions of any kind that are originated by the Grantor or any other Person with respect to any of the Collateral. (f) Except for the claims and interests of the Trustee under this Agreement and the rights of the Grantor vis-à-vis the Trustee hereunder, it does not know of any claim to or security interest or other interest in the Collateral. (g) It hereby waives its rights to set off any obligations of the Grantor to it against any or all of the Collateral, and hereby agrees that any and all liens, encumbrances, claims or security interests which it may have against the Collateral, either now or in the future, are and shall be subordinate and junior in right of payment to the prior payment in full of all Secured Obligations.

Securities Intermediary. (a) X.X. XxxxxxChase, as Pledged Collateral Securities Intermediary, hereby represents and warrants to, and agrees with the Grantor Pledgor and the Trustee, Trustee as follows: (a) It is a securities intermediary as of the date hereof and, and for so long as this Pledge Agreement remains in effect shall remain in effect and X.X. Xxxxxx Chase is acting as the Pledged Collateral Securities Intermediary hereunder, it shall remain a securities intermediary and shall at all times act in as such capacity with respect to the Pledgor, the Trustee, the Pledge Collateral Account and all other Collateral. (b) The Pledge Collateral Account is and will be maintained as a securities account. (c) Each item of It is the securities intermediary with respect to any assets, property (whether cash, certificated or uncertificated securities, security certificates, security entitlements or any other property whatsoever) items credited to the Pledge Collateral Account shall be treated as a financial assetfrom time to time. (d) All financial assets in registered form or payable to, to or to the order of, any Person of and credited to the Pledge Account shall be registered in the name of, payable to or to the order of, or endorsed to, the Pledged Collateral Securities Intermediary, Intermediary and in no case during the term of this Pledge Agreement will any financial asset credited to the Pledge Collateral Account be registered in the name of, payable to or to the order of, or endorsed to, the GrantorPledgor, except to the extent the foregoing have been subsequently endorsed by the Grantor Pledgor to the Pledged Collateral Securities Intermediary or in blank. (e) It (i) shall, upon written direction from the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, Trustee and without further consent from the GrantorPledgor, (i) comply with all instructions, entitlement orders and directions of any kind originated by the Trustee concerning the Collateral, including without limitation directions to liquidate or otherwise dispose of the Collateral as and to the extent directed by the Trustee and to pay over to the Trustee, or as otherwise directed by the Trustee, Trustee all proceeds and other value therefrom or otherwise distributed with respect thereto, thereto without any set-off or deduction, and (ii) shall not, except as otherwise directed in writing by the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, comply or agree not to comply with any the instructions, entitlement orders or directions of any kind that are originated by the Grantor Pledgor or any other Person with respect to any of the Collateralperson. (f) Each item of property (whether cash, a security, investment property, instrument or obligation, share, participation, interest or other property whatsoever) credited to the Collateral Account shall be treated as a financial asset. (g) Except for the claims and interests of the Trustee under this Agreement and the rights of Pledgor in the Grantor vis-à-vis the Trustee hereunderCollateral, it does not know of any claim to or security interest or other interest in the Collateral. (gh) It hereby waives its rights to set off any obligations of the Grantor Pledgor to it against any or all of assets held by the Trustee as Collateral, and hereby agrees that any and all liens, encumbrances, claims or security interests which it may have against the Collateral, either now or in the future, future are and shall be subordinate and junior in right of payment to the prior payment in full of all Secured Obligationsobligations of the Pledgor now or hereafter existing under the Indenture, Notes and all other documents related thereto whether for principal, interest (including, without limitation, interest as provided in the Notes, whether or not such interest accrues after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding), indemnities, fees, premiums, expenses or otherwise. (i) It shall not agree with any third party to comply with any instructions, entitlement orders or directions of any kind concerning the Collateral originated by such third party without the prior written consent of the Trustee.

Securities Intermediary. (a) X.X. Xxxxxx, as Pledged Securities Intermediary, hereby represents and warrants to, and agrees with the Grantor and the Trustee, as follows: The Trustee (ai) It is shall hold all Eligible Investments that constitute investment property through a securities intermediary (the Trustee hereby agrees that it shall act as "securities intermediary" (within the meaning of Section 8-102(a)(14) of the date hereof andUCC) with respect to the Transaction Accounts held by the Trustee), for so long as this Agreement remains in effect and X.X. Xxxxxx is acting as the Pledged Securities Intermediary hereunder, it shall remain a which securities intermediary shall (and the Trustee hereby does) (I) agree that such investment property shall at all times act in such capacity with respect be credited to the Trustee, the Pledge Account and all other Collateral. (b) The Pledge Account is and will be maintained as a securities account. account of which the Trustee is the entitlement holder, (cII) Each item comply with entitlement orders (as defined in Section 8-102(a)(8) of property (whether cash, certificated or uncertificated securities, security certificates, security entitlements or the UCC) originated by the Trustee without the further consent of any other person or entity, (III) agree that all property whatsoever) credited to the Pledge Account such securities account shall be treated as a financial asset. , (dIV) All financial assets in registered form or payable towaive any lien on, security interest in, or to the order of, any Person and credited to the Pledge Account shall be registered in the name of, payable to or to the order of, or endorsed to, the Pledged Securities Intermediary, and in no case during the term right of this Agreement will any financial asset credited to the Pledge Account be registered in the name of, payable to or to the order of, or endorsed to, the Grantor, except to the extent the foregoing have been subsequently endorsed by the Grantor to the Pledged Securities Intermediary or in blank. (e) It (i) shall, upon written direction from the Trustee, as entitlement holder set-off with respect to the Pledge Account, the Pledged Securities and all other Collateralany property credited to such securities account, and without further consent from (V) agree that its jurisdiction for purposes of Section 8-110 and Section 9-305(a)(3) of the GrantorUCC shall be New York, comply with all instructions, entitlement orders and directions of any kind originated that such agreement shall be governed by the Trustee concerning the Collateral, including without limitation directions to liquidate or otherwise dispose laws of the Collateral as and to the extent directed by the Trustee and to pay over to the Trustee, or as otherwise directed by the Trustee, all proceeds and other value therefrom or otherwise distributed with respect thereto, without any set-off or deduction, State of New York; and (ii) maintain for the benefit of the Secured Party, possession or control of all other Eligible Investments (including any negotiable instruments, if any, evidencing such Eligible Investments) not described in clause (i) above. Terms used in clause (i) above that are defined in the New York UCC and not otherwise defined herein shall nothave the meaning set forth in the New York UCC. (b) The Trustee, except as otherwise directed acting in writing accordance with the terms of this Indenture, shall be entitled to deliver an entitlement order to the securities intermediary at which such accounts are maintained at any time; provided, however, that the Trustee agrees not to invoke its right to provide an entitlement order unless an Event of Default has occurred and is continuing. Upon receipt of the entitlement order in accordance with the provisions of this Indenture, the Trustee shall comply with such entitlement order without further consent by the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, comply or agree to comply with any instructions, entitlement orders or directions of any kind that are originated by the Grantor Issuer or any other Person with respect to any of other than the CollateralInsurer. (f) Except for the claims and interests of the Trustee under this Agreement and the rights of the Grantor vis-à-vis the Trustee hereunder, it does not know of any claim to or security interest or other interest in the Collateral. (g) It hereby waives its rights to set off any obligations of the Grantor to it against any or all of the Collateral, and hereby agrees that any and all liens, encumbrances, claims or security interests which it may have against the Collateral, either now or in the future, are and shall be subordinate and junior in right of payment to the prior payment in full of all Secured Obligations.

Securities Intermediary. (a) X.X. Xxxxxx, as Pledged Securities Intermediary, hereby represents and warrants to, and agrees with the Grantor and the Trustee, as follows: (a) It is a securities intermediary as of the date hereof and, for so long as this Agreement remains in effect and X.X. Xxxxxx is acting as the Pledged The Securities Intermediary hereunder, hereby agrees and confirms that it shall remain a securities intermediary has established the Disbursement Account as set forth and shall at all times act defined in such capacity with respect to the Trustee, Depositary Agreement. The Securities Intermediary agrees that (i) the Pledge Disbursement Account and all other Collateral. (b) The Pledge Account established by the Securities Intermediary is and will be maintained as a "securities account. " (cwithin the meaning of Section 8-501 of the Uniform Commercial Code as adopted and in effect in the State of New York (the "UCC")); (ii) Each item the Company is an "entitlement holder" (within the meaning of property Section 8-102(a)(7) of the UCC) in respect of the "financial assets" (whether cashwithin the meaning of Section 8-102(a)(9) of the UCC, certificated or uncertificated securities, security certificates, security entitlements or any other property whatsoeverthe "FINANCIAL ASSETS") credited to the Pledge Account shall be treated as a financial asset. Disbursement Account; (diii) All financial assets all Financial Assets in registered form or payable to, to or to the order of, any Person of and credited to the Pledge Disbursement Account shall be registered in the name of, payable to or to the order of, or specially endorsed to, the Pledged Securities Intermediary or in blank, or credited to another securities account maintained in the name of the Securities Intermediary, and in no case during the term of this Agreement will any financial asset Financial Asset credited to the Pledge Disbursement Account be registered in the name of, payable to or to the order of, or endorsed to, to the GrantorCompany, except to the extent the foregoing have been subsequently endorsed by the Grantor Company to the Pledged Securities Intermediary or in blank. . Each item of property (eincluding a security, security entitlement, investment property, instrument or obligation, share, participation, interest or other property whatsoever) It credited to the Disbursement Account shall be treated as a Financial Asset. Until this Depositary Agreement shall terminate in accordance with the terms hereof, the Trustee shall have "control" (iwithin the meaning of Section 8-106(d)(2) shall, upon written direction from of the Trustee, as entitlement holder UCC) of each of the Company's "security entitlements" (within the meaning of Section 8-102(a)(17) of the UCC) with respect to the Pledge Account, the Pledged Securities and all other Collateral, and without further consent from the Grantor, comply with all instructions, entitlement orders and directions of any kind originated by the Trustee concerning the Collateral, including without limitation directions to liquidate or otherwise dispose of the Collateral as and Financial Assets credited to the extent directed by the Trustee and to pay over Disbursement Account. All property delivered to the Trustee, or as otherwise directed by the Trustee, all proceeds and other value therefrom or otherwise distributed with respect thereto, without any set-off or deduction, and (ii) shall not, except as otherwise directed in writing by the Trustee, as entitlement holder with respect Securities Intermediary pursuant to this Depositary Agreement will be promptly credited to the Pledge Account, Disbursement Account if allocated for payment on the Pledged Securities and all other Collateral, comply or agree to comply with any instructions, entitlement orders or directions of any kind that are originated by the Grantor or any other Person with respect to any of the Collateral. (f) Except for the claims and interests of the Trustee under this Agreement and the rights of the Grantor vis-à-vis the Trustee hereunder, it does not know of any claim to or security interest or other interest in the Collateral. (g) It hereby waives its rights to set off any obligations of the Grantor to it against any or all of the Collateral, and hereby agrees that any and all liens, encumbrances, claims or security interests which it may have against the Collateral, either now or in the future, are and shall be subordinate and junior in right of payment to the prior payment in full of all Secured Obligations.

Securities Intermediary. (a) X.X. XxxxxxThe duties, as Pledged responsibilities and obligations of Securities Intermediary shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied against Securities Intermediary, hereby represents and warrants . Securities Intermediary shall not be subject to, and agrees nor required to comply with, any other agreement to which Pledgor or the Secured Parties are a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Agreement) from Pledgor or the Grantor and the Trustee, as follows: (a) It is a securities intermediary as of the date hereof and, for so long as this Agreement remains in effect and X.X. Xxxxxx is Secured Parties or an entity acting as the Pledged on their behalf. Securities Intermediary shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder, it shall remain a securities intermediary and shall at all times act in such capacity with respect to the Trustee, the Pledge Account and all other Collateral. (b) The Pledge Account If at any time Securities Intermediary is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Collateral (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Collateral), Securities Intermediary is authorized to comply therewith in any manner it or legal counsel of its own choosing deems appropriate; and will if Securities Intermediary complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Securities Intermediary shall not be maintained as a securities accountliable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (c) Each item Securities Intermediary shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of property performance of its duties hereunder in the absence of fraud, gross negligence or willful misconduct on its part. In no event shall Securities Intermediary be liable other than for fraud, gross negligence or willful misconduct (whether cashi) for acting in accordance with or conclusively relying upon any instruction, certificated notice, demand, certificate or uncertificated securities, security certificates, security entitlements document from Pledgor and the Secured Parties or any other property whatsoeverentity acting on behalf of Pledgor or the Secured Parties, (ii) credited for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its fraud, gross negligence or willful misconduct) in the investment or reinvestment of the Collateral, or any loss of interest or income incident to any such delays, or (v) for an amount in excess of the value of the Collateral, valued as of the date of deposit, but only to the Pledge Account shall be treated as a financial assetextent of direct money damages. (d) All financial assets in registered form If any fees, expenses or payable costs incurred by, or any obligations owed to, or to the order of, any Person and credited to the Pledge Account shall be registered in the name of, payable to or to the order of, or endorsed to, the Pledged Securities Intermediary, and in no case during the term of this Agreement will any financial asset credited to the Pledge Account be registered in the name of, payable to or to the order of, or endorsed to, the Grantor, except to the extent the foregoing have been subsequently endorsed by the Grantor to the Pledged Securities Intermediary or its counsel hereunder are not promptly paid when due, Securities Intermediary may reimburse itself therefor from the Collateral and may sell, liquidate, convey or otherwise dispose of any investment in blankrespect of the Collateral for such purpose. Securities Intermediary may in its sole discretion withhold from any distribution of any interest earned in respect of the Collateral an amount it believes would, upon sale or liquidation, produce proceeds equal to any unpaid amounts to which Securities Intermediary is entitled to hereunder. (e) It (i) shallAs security for the due and punctual performance of any and all of Pledgor's obligations to Securities Intermediary hereunder, upon written direction from the Trusteenow or hereafter arising, as entitlement holder with respect Pledgor hereby pledges, assigns and grants to the Pledge AccountSecurities Intermediary a continuing security interest in, and a lien on, the Pledged Securities Collateral and all other CollateralDistributions thereon or additions thereto. The security interest of Securities Intermediary shall at all times be valid, perfected and without further consent from enforceable by Securities Intermediary against Pledgor and the Grantor, comply with all instructions, entitlement orders and directions of any kind originated by the Trustee concerning the Collateral, including without limitation directions to liquidate or otherwise dispose of the Collateral as and to the extent directed by the Trustee and to pay over to the Trustee, or as otherwise directed by the Trustee, all proceeds and other value therefrom or otherwise distributed with respect thereto, without any set-off or deduction, and (ii) shall not, except as otherwise directed in writing by the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities Secured Parties and all other Collateral, comply or agree to comply third parties in accordance with any instructions, entitlement orders or directions the terms of any kind that are originated by the Grantor or any other Person with respect to any of the Collateralthis Agreement. (f) Except for Securities Intermediary may consult with legal counsel of its own choosing, at the claims expense of Pledgor, as to any matter relating to this Agreement, and interests of the Trustee under this Agreement and the rights of the Grantor vis-à-vis the Trustee hereunder, it does Securities Intermediary shall not know of incur any claim to or security interest or other interest liability in the Collateralacting in good faith in accordance with any advice from such counsel. (g) It hereby waives its rights Securities Intermediary shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Securities Intermediary (including but not limited to set off any obligations act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Grantor Federal Reserve Bank wire or facsimile or other wire or communication facility). (h) Securities Intermediary shall be entitled to conclusively rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or the service thereof. Securities Intermediary may act in conclusive reliance upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give receipt or advice to make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (i) Securities Intermediary shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. Securities Intermediary shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. (j) Securities Intermediary shall not be under any duty to give the Collateral held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder except as directed in this Agreement. Uninvested funds held hereunder shall not earn or accrue interest. (k) When Securities Intermediary acts on any information, instructions, communications, (including, but not limited to, communications with respect to the delivery of securities or the wire transfer of funds) sent by facsimile, email or other form of electronic or data transmission, Securities Intermediary, absent fraud, gross negligence or willful misconduct, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of Pledgor or the Secured Parties or is not in the form Pledgor and the Secured Parties sent or intended to send (whether due to fraud, distortion or otherwise). Pledgor shall indemnify Securities Intermediary against any loss, liability, claim or all reasonable expense (including reasonable and documented out-of-pocket legal fees and expenses) it may incur with its acting in accordance with any such communication. (l) In the event of any dispute between or conflicting claims among Pledgor and the Secured Parties and any other person or entity with respect to any Collateral, and hereby agrees that Securities Intermediary shall be entitled, in its sole discretion, to refuse to comply with any and all liensclaims, encumbrancesdemands or instructions with respect to such Collateral so long as such dispute or conflict shall continue, and Securities Intermediary shall not be or become liable in any way to Pledgor and the Secured Parties for failure or refusal to comply with such conflicting claims, demands or instructions. Securities Intermediary shall be entitled to refuse to act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to Securities Intermediary or (ii) Securities Intermediary shall have received security interests or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to Securities Intermediary, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. Securities Intermediary shall act on such court order and legal opinions without further question. Securities Intermediary may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and reasonable expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred in connection with such proceeding shall be paid by Pledgor. (m) Securities Intermediary shall have against no responsibility for the Collateral, either now contents of any writing of the arbitrators or any third party contemplated herein as a means to resolve disputes and may conclusively rely without any liability upon the contents thereof. (n) Securities Intermediary does not have any interest in the future, are Collateral deposited hereunder but is serving as securities intermediary and escrow holder only and having only possession thereof. Pledgor shall pay or reimburse Securities Intermediary upon request for any transfer taxes or other taxes relating to the Collateral incurred in connection herewith and shall indemnify and hold harmless Securities Intermediary from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from this Escrow Account shall be subordinate subject to withholding regulations then in force with respect to United States taxes. Pledgor and junior in right the Secured Parties will provide Securities Intermediary with appropriate W-9 forms for tax identification number certifications, or W-8 forms for non-resident alien certifications. It is understood that Securities Intermediary shall only be responsible for income reporting with respect to income earned on the Collateral and will not be responsible for any other reporting. This paragraph shall survive notwithstanding any termination of payment this Agreement or the resignation or removal of Securities Intermediary. (o) For purposes of sending and receiving instructions or directions hereunder, all such instructions or directions shall be, and Securities Intermediary may conclusively rely upon such instructions or directions, delivered, and executed by representatives of Pledgor or the Secured Parties designated on Scheduled 1 attached hereto and made a part hereof (each such representative, an Authorized Person) which such designation shall include specimen signatures of such representatives, as such Schedule 1 may be updated from time to the prior payment in full of all Secured Obligationstime.

Securities Intermediary. (a) X.X. XxxxxxWilmington Trust Company, as Pledged Securities Intermediary, hereby represents and warrants to, and agrees with the Grantor and the Trustee, as follows: (a) It is a securities intermediary as of the date hereof and, for so long as this Agreement remains in effect and X.X. Xxxxxx Wilmington Trust Company is acting as the Pledged Securities Intermediary hereunder, it shall remain a securities intermediary and shall at all times act in such capacity with respect to the Trustee, the Pledge Account and all other Collateral. (b) The Pledge Account is and will be maintained as a securities account. (c) Each item of property (whether cash, certificated or uncertificated securities, security certificates, security entitlements or any other property whatsoever) credited to the Pledge Account shall be treated as a financial asset. (d) All financial assets in registered form or payable to, or to the order of, any Person and credited to the Pledge Account shall be registered in the name of, payable to or to the order of, or endorsed to, the Pledged Securities Intermediary, and in no case during the term of this Agreement will any financial asset credited to the Pledge Account be registered in the name of, payable to or to the order of, or endorsed to, the Grantor, except to the extent the foregoing have been subsequently endorsed by the Grantor to the Pledged Securities Intermediary or in blank. (e) It (i) shall, upon written direction from the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, and without further consent from the Grantor, comply with all instructions, entitlement orders and directions of any kind originated by the Trustee concerning the Collateral, including including, without limitation limitation, directions to liquidate or otherwise dispose of the Collateral as and to the extent directed by the Trustee and to pay over to the Trustee, or as otherwise directed by the Trustee, all proceeds and other value therefrom or otherwise distributed with respect thereto, without any set-off or deduction, and (ii) shall not, except as otherwise directed in writing by the Trustee, as entitlement holder with respect to the Pledge Account, the Pledged Securities and all other Collateral, comply or agree to comply with any instructions, entitlement orders or directions of any kind that are originated by the Grantor or any other Person with respect to any of the Collateral. (f) Except for the claims and interests of the Trustee and the Holders under this Agreement and the rights of the Grantor vis-àa-vis the Trustee hereunder, it does not know of any claim to or security interest or other interest in the Collateral. (g) It hereby waives its rights to set off any obligations of the Grantor to it against any or all of the Collateral, and hereby agrees that any and all liens, encumbrances, claims or security interests which it may have against the Collateral, either now or in the future, are and shall be subordinate and junior in right of payment to the prior payment in full of all Secured Obligations.