Common use of Status of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties Clause in Contracts

Status of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties. The Securities Intermediary hereby agrees with the Debtor and Secured Party that: (i) each Secured Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and to the extent that any Secured Account (into which cash is credited as set forth herein) is re-characterized as a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC), the Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), (ii) each item of property (whether cash, a security, an instrument or any other property) credited to any Secured Account shall be treated as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); provided that nothing herein shall require the Securities Intermediary to credit to any Secured Account or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) an asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or, except as set forth in clause (c) of this Section 3(b) below, to “maintain” a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC) and (iii) each Secured Account and any rights or proceeds derived therefrom are subject to a security interest in favor of the Secured Party arising under the Credit Agreement. The Debtor and Secured Party hereby direct the Securities Intermediary, subject to the terms of this Agreement, to identify the Secured Party on its books and records as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to each Secured Account and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (a) interests in bank loans or participations (collectively “Loan Assets”) may be acquired and delivered by the Debtor to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in Section 8-102(a)(15) of the UCC) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Debtor as assignee, (b) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Debtor and (c) any duty on the part of the Securities Intermediary with respect to such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it; provided that the Securities Intermediary shall hold such Loan Assets as required by Section 8.4 of the Credit Agreement. It is acknowledged and agreed that the Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the Debtor’s title to any related Loan Asset.

Status of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties. The Securities Intermediary hereby agrees with the Debtor Pledgor and Secured Party Administrative Agent that: (i) each Secured Account is a “securities account” (within the meaning of Section 8-501(a) of the UCCUCC and Article 1(1)(b) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Securities Convention”)) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and to the extent that any Secured Account (into which cash is credited as set forth herein) is re-characterized as a an “deposit accountintermediary” (within the meaning of Article 1(1)(c) of the Hague Securities Convention) or a “deposit account” as such term is defined in Section 9-102(a)(29) of the UCC), the Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), (ii) each item of property other than money or cash (whether cashinvestment property, a securityfinancial asset, an securities, instrument or any other propertyproperty except money or cash) credited to any Secured Account shall be credited to any Secured Account that is a securities account, and shall be treated as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); , provided that nothing herein shall require the Securities Intermediary to credit to any the Secured Account Accounts or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) an asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or, except as set forth in clause (c) of this Section 3(b) below, or to “maintain” a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC) ), and (iii) each Secured Account and any rights or proceeds derived therefrom are subject to a security interest in favor of the Secured Party Administrative Agent arising under the Credit Loan Agreement. The Debtor and Secured Party hereby direct the Securities IntermediaryIntermediary shall, subject to the terms of this Agreement, to identify the Secured Party on its books and records as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to each Secured Account and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (a) interests in bank loans or participations (collectively “Loan Assets”) may be acquired and delivered by the Debtor to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in Section 8-102(a)(15) of the UCC) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Debtor as assignee, (b) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Debtor and (c) any duty on the part of the Securities Intermediary with respect to such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it; provided that the Securities Intermediary shall hold such Loan Assets as required by Section 8.4 of the Credit Agreement. It is acknowledged and agreed that the Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the Debtor’s title to any related Loan Asset.terms

Status of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties. The Securities Intermediary hereby agrees with the Debtor Pledgor and Secured Party that: (i) each Secured Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and to the extent that any Secured Account (into which cash is credited as set forth herein) is re-characterized as a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC), the Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), (ii) each item of property (whether cash, a security, an instrument or any other property) credited to any Secured Account shall be treated as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); , provided that nothing herein shall require the Securities Intermediary to credit to any the Secured Account Accounts or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) an asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or, except as set forth in clause (c) of this Section 3(b) below, or to “maintain” a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC) ), and (iii) each Secured Account and any rights or proceeds derived therefrom are subject to a security interest in favor of the Secured Party arising under the Credit Agreement. The Debtor Pledgor and Secured Party hereby direct the Securities Intermediary, subject to the terms of this Agreement, to identify the Secured Party on its books and records as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to each Secured Account and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (ax) interests in bank loans or participations (collectively collectively, “Loan Assets”) may be acquired and delivered by the Debtor Pledgor to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in Section 8-102(a)(15) 102 of the UCC) or an instrument (as that term is defined in Section 9-102(a)(47102(a)(4a) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile copy of an assignment agreement (each, a “Loan Assignment Agreement”) in favor of the Debtor Pledgor as assignee, (by) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Debtor Pledgor, and (cz) any duty on the part of the Securities Intermediary with respect to any such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504504 of the UCC) shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it; provided that the Securities Intermediary shall hold such Loan Assets as required by Section 8.4 of the Credit Agreement. It is acknowledged and agreed that the Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), ) or for the DebtorPledgor’s title to any related Loan Asset.

Status of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties. The Securities Intermediary hereby agrees with the Debtor and Secured Party that: (i) each Secured Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) and Article 1(1)(b) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Securities Convention”) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and to the extent that any Secured Account (into which cash is credited as set forth herein) is re-characterized as a an “deposit accountintermediary” (within the meaning of Section 9-102(a)(29Article 1(1)(c) of the UCC), the Hague Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCCConvention), (ii) each item of property (whether cash, a security, an instrument or any other property) credited to any Secured Account shall be treated as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC) and (iii) each Secured Account and any rights or proceeds derived therefrom, or from the cash or property credited or deposited therein, are subject to a security interest in favor of the Secured Party arising under the Credit Agreement, provided that, in the case of clauses (i) and (ii); provided , if notwithstanding the intent of the parties (as set forth in Section 3(b) hereof), any Secured Account (or the cash deposited therein) is deemed to be (or be deposited in) an account that nothing is not a “securities account” (within the meaning of Section 8-501(a) of the UCC and Article 1(1)(b) of the Hague Securities Convention), (A) such cash shall be deemed to be held and maintained in a sub-account of the applicable Secured Account that is a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC), (B) the Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCC) with respect thereto, and (C) as used herein, to the extent appropriate, each “Secured Account” shall mean a “deposit account” to the extent that it is determined to be a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC and a “securities account” to the extent that it is determined to be a “securities account” within the meaning of Section 8-501 of the UCC. Nothing herein shall require the Securities Intermediary to credit to any Secured Account or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) an asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or, except as set forth in clause (c) of this Section 3(b) below, to “maintain” a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC) and (iii) each Secured Account and any rights or proceeds derived therefrom are subject to a security interest in favor of the Secured Party arising under the Credit Agreement). The Debtor and Secured Party hereby direct the Securities Intermediary, subject to the terms of this Agreement, to identify the Secured Party on its books and records as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to each Secured Account and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (a) interests in bank loans or participations (collectively “Loan Assets”) may be acquired and delivered by the Debtor to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in Section 8-102(a)(15) of the UCC) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Debtor as assignee, (b) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Debtor and (c) any duty on the part of the Securities Intermediary with respect to such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it; provided that the Securities Intermediary shall hold maintain such Loan Assets as required by Section 8.4 8.1(d) of the Credit Agreement; provided further, the Securities Intermediary shall be deemed to have exercised reasonable care with respect to the custody, safekeeping and physical preservation of any Loan Asset or Loan Assignment Agreement in its possession, under Section 9-207 of the UCC or otherwise, to the extent of any action taken in accordance with this Agreement. It is acknowledged and agreed that the Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the Debtor’s title to any related Loan Asset.

Status of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties. The Securities Intermediary hereby agrees with the Debtor Pledgor and Secured Party that: (i) each Secured Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and to the extent that any Secured Account (into which cash is credited as set forth herein) is re-characterized as a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC), the Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), (ii) each item of property (whether cash, a security, an instrument or any other property) credited to any Secured Account shall be treated as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); , provided that nothing herein shall require the Securities Intermediary to credit to any the Secured Account Accounts or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) an asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or, except as set forth in clause (c) of this Section 3(b) below, or to “maintain” a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC) ), and (iii) each Secured Account and any rights or proceeds derived therefrom are subject to a security interest in favor of the Secured Party arising under the Term Credit and Security Agreement. The Debtor Pledgor and Secured Party hereby direct the Securities Intermediary, subject to the terms of this Agreement, to identify the Secured Party on its books and records as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to each Secured Account and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (a) interests in bank loans or participations (collectively “Loan Assets”) may be acquired and delivered by the Debtor Pledgor to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102(a)(15) of the UCC102) or an instrument (as that term is defined in Section 9-102(a)(47102(a)(4a) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile or other electronic copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Debtor Pledgor as assignee, (b) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Debtor Pledgor, and (c) any duty on the part of the Securities Intermediary with respect to such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it; provided that the Securities Intermediary shall hold such Loan Assets as required by Section 8.4 of the Credit Agreement. It is acknowledged and agreed that the Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the DebtorPledgor’s title to any related Loan Asset.

Status of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties. The Securities Intermediary hereby agrees with the Debtor Pledgor and Secured Party that: (i) each Secured Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and to the extent that any Secured Account (into which cash is credited as set forth herein) is re-characterized as a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC), the Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), (ii) each item of property (whether cash, a security, an instrument or any other property) credited to any Secured Account shall be treated as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); , provided that nothing herein shall require the Securities Intermediary to credit to any the Secured Account Accounts or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) an asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or, except as set forth in clause (c) of this Section 3(b) below, or to “maintain” a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC) ), and (iii) each Secured Account and any rights or proceeds derived therefrom are subject to a security interest in favor of the Secured Party arising under the Credit Agreement. The Debtor Pledgor and Secured Party hereby direct the Securities Intermediary, subject to the terms of this Agreement, to identify the Secured Party on its books and records as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to each Secured Account and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (ax) interests in bank loans or participations (collectively collectively, “Loan Assets”) may be acquired and delivered by the Debtor Pledgor to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in Section 8-102(a)(15) 102 of the UCC) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile or .pdf copy of an assignment agreement (each, a “Loan Assignment Agreement”) in favor of the Debtor Pledgor as assignee, (by) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Debtor Pledgor, and (cz) any duty on the part of the Securities Intermediary with respect to any such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504504 of the UCC) shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it; provided that the Securities Intermediary shall hold such Loan Assets as required by Section 8.4 of the Credit Agreement. It is acknowledged and agreed that the Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), ) or for the DebtorPledgor’s title to any related Loan Asset.

Status of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties. The Securities Intermediary hereby agrees with the Debtor Pledgor and Secured Party that: (i) each Secured Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and to the extent that any Secured Account (into which cash is credited as set forth herein) is re-characterized as a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC), the Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), (ii) each item of property (whether cash, a security, an instrument or any other property) credited to any Secured Account shall be treated as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); , provided that nothing herein shall require the Securities Intermediary to credit to any the Secured Account Accounts or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) an asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or, except as set forth in clause (c) of this Section 3(b) below, or to “maintain” a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC) ), and (iii) each Secured Account and any rights or proceeds derived therefrom are subject to a security interest in favor of the Secured Party arising under the Credit Agreement. The Debtor Pledgor and Secured Party hereby direct the Securities Intermediary, subject to the terms of this Agreement, to identify the Secured Party on its books and records as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to each Secured Account and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (ax) interests in bank loans or participations (collectively collectively, “Loan Assets”) may be acquired and delivered by the Debtor Pledgor to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in Section 8-102(a)(15) 102 of the UCC) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile copy of an assignment agreement (each, a “Loan Assignment Agreement”) in favor of the Debtor Pledgor as assignee, (by) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Debtor Pledgor, and (cz) any duty on the part of the Securities Intermediary with respect to any such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504504 of the UCC) shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it; provided that the Securities Intermediary shall hold such Loan Assets as required by Section 8.4 of the Credit Agreement. It is acknowledged and agreed that the Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), ) or for the DebtorPledgor’s title to any related Loan Asset.

Status of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties. The Securities Intermediary hereby agrees with the Debtor Pledgor and Secured Party that: (i) each Secured Account is a “securities account” (within the meaning of Section 8-501(a) of the UCCUCC and Article 1(1)(b) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Securities Convention”)) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCCUCC and an “intermediary” within the meaning of Article 1(1)(c) of the Hague Securities Convention) and to the extent that any Secured Account (into which cash is credited as set forth herein) is re-characterized as a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC), the Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), (ii) each item of property (whether cash, a security, an instrument or any other property) credited to any Secured Account shall be treated as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); , provided that nothing herein shall require the Securities Intermediary to credit to any the Secured Account Accounts or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) an or other asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or, except as set forth in clause (c) of this Section 3(b) below, or to “maintain” a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC) ), and (iii) each Secured Account and any rights or proceeds derived therefrom are subject to a security interest in favor of the Secured Party arising under the Credit Loan Agreement. The Debtor Pledgor and Secured Party hereby direct the Securities Intermediary, subject to the terms of this Agreement, to identify the Secured Party Pledgor on its books and records as the “entitlement holder” (as defined in within the meaning of Section 8-102(a)(7) of the UCC) and the “account holder” (within the meaning of Article 1(1)(d) of the Hague Securities Convention) with respect to each Secured Account and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding any term hereof or elsewhere in any other Transaction Document to the contrary, it is hereby expressly acknowledged that (aA) interests in bank loans or participations (collectively “Loan AssetsCollateral Obligations”) may be acquired and delivered by the Debtor Pledgor to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102(a)(15) of the UCC)) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile copy of an assignment agreement (“Loan Collateral Obligation Assignment Agreement”) in favor of the Debtor Pledgor as assignee, (bB) any such Loan Collateral Obligation Assignment Agreement (and the registration of the related Loan Assets Collateral Obligations on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Debtor Pledgor, and (cC) any duty on the part of the Securities Intermediary with respect to such Loan Asset Collateral Obligation (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset Collateral Obligation for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Collateral Obligation Assignment Agreement that may be delivered to it; provided . The Securities Intermediary represents to and agrees with the Pledgor and the Secured Party that as of the Closing Date, the Securities Intermediary shall hold such Loan Assets as required by Section 8.4 has an office in the United States of America which is not intended to be merely temporary and meets the description set forth in the second sentence of Article 4(1) of the Credit AgreementHague Securities Convention. It is acknowledged and agreed that the Securities Intermediary is not under a duty to examine the underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Collateral Obligation Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the DebtorPledgor’s title to any related Loan AssetCollateral Obligation.

Status of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties. The Securities Intermediary hereby agrees with the Debtor Pledgor and Secured Party that: (i) each Secured Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) and Article 1(1)(b) of The Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Securities Convention”) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and to the extent that any Secured Account (into which cash is credited as set forth herein) is re-characterized as a an “deposit accountintermediary” (within the meaning of Section 9-102(a)(29Article 1(1)(c) of the UCC), the Hague Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCCConvention), (ii) each item of property (whether cash, a security, an instrument or any other property) credited to any Secured Account shall be treated as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); provided that if notwithstanding the intent of the parties (as set forth in this Section 3(b)), any Secured Account is deemed to be a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC), (x) the Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCC) with respect thereto, (y) the provisions of this Agreement governing a “deposit account” shall apply to such Secured Account and (z) as used herein each “Secured Account” shall mean a “deposit account” to the extent that it is determined to be a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC and a “securities account” to the extent that it is determined to be a “securities account” within the meaning of Section 8-501 of the UCC; provided further that nothing herein shall require the Securities Intermediary to credit to any Secured Account or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) an asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or, except as set forth in clause (c) of this Section 3(b) below, or to “maintain” a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC) ), and (iii) each Secured Account and any rights or proceeds derived therefrom are subject to a security interest in favor of the Secured Party arising under the Credit Agreement. The Debtor Pledgor and Secured Party hereby direct the Securities Intermediary, subject to the terms of this Agreement, to identify the Secured Party on its books and records as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) and the “account holder” (within the meaning of Article 1(1)(d) of the Hague Securities Convention) with respect to each Secured Account and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (ax) interests in bank loans or participations (collectively collectively, “Loan Assets”) may be acquired and delivered by the Debtor Pledgor to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in Section 8-102(a)(15) of the UCC) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile or electronic copy of an assignment agreement (each, a “Loan Assignment Agreement”) in favor of the Debtor Pledgor as assignee, (by) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Debtor Pledgor, and (cz) any duty on the part of the Securities Intermediary with respect to any such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504504 of the UCC, which duty is hereby expressly disclaimed) shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it; provided that the Securities Intermediary shall hold such be deemed to have exercised reasonable care with respect to the custody, safekeeping and physical preservation of any Loan Assets as required by Asset or Loan Assignment Agreement in its possession, under Section 8.4 9-207 of the Credit AgreementUCC or otherwise, to the extent of any action taken at the direction of the Secured Party. It is acknowledged and agreed that the Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), ) or for the DebtorPledgor’s title to any related Loan Asset.

Status of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties. The Securities Intermediary hereby agrees with the Debtor Pledgor and Secured Party that: (i) each Secured Account is a “securities account” (within the meaning of Section 8-501(a) of the UCCUCC and Article 1(1)(b) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Securities Convention”)) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and to the extent that any Secured Account (into which cash is credited as set forth herein) is re-characterized as a an “deposit accountintermediary” (within the meaning of Section 9-102(a)(29Article 1(1)(c) of the UCC), the Hague Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCC)Convention, (ii) each item of property (whether cash, a security, an instrument or any other property) credited to any Secured Account shall be treated as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); , provided that nothing herein shall require the Securities Intermediary to credit to any the Secured Account Accounts or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) an or other asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or, except as set forth in clause (c) of this Section 3(b) below, or to “maintain” a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC) and (iii) each Secured Account and any rights or proceeds derived therefrom are subject to a security interest in favor of the Secured Party arising under the Credit Loan Agreement. The Debtor Pledgor and Secured Party hereby direct the Securities Intermediary, subject to the terms of this Agreement, to identify the Secured Party on its books and records as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to each Secured Account and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (a) interests in bank loans or participations (collectively each, a “Loan AssetsLoan”) may be acquired and delivered by the Debtor Pledgor to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102(a)(15) of the UCC102(15)) or an instrument (as that term is defined in Section 9-102(a)(47) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Debtor Pledgor as assignee, (b) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Debtor and Pledgor, (c) any duty on the part of the Securities Intermediary with respect to such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it; provided , and (d) the Collateral and any rights or proceeds derived therefrom are subject to the liens and other security interests in favor of the Collateral Custodian on behalf of the Secured Parties as set forth in the Loan Agreement and that the Securities Intermediary shall hold such Loan Assets as required by Section 8.4 rights of the Credit Pledgor in respect of the Collateral are also subject to such liens and such other security interests as set forth in the Loan Agreement. It is acknowledged and agreed that the Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the Debtor’s title to any related Loan Asset.

Status of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties. The Securities Intermediary hereby agrees with the Debtor Pledgor and Secured Party that: (i) each Secured Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and to the extent that any Secured Account (into which cash is credited as set forth herein) is re-characterized as a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC), the Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), (ii) each item of property (whether cash, a security, an instrument or any other property) credited to any Secured Account shall be treated as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); , provided that nothing herein shall require the Securities Intermediary to credit to any the Secured Account Accounts or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) an asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or, except as set forth in clause (c) of this Section 3(b) below, or to “maintain” a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC) ), and (iii) each Secured Account and any rights or proceeds derived therefrom are subject to a security interest in favor of the Secured Party arising under the Revolving Credit and Security Agreement. The Debtor Pledgor and Secured Party hereby direct the Securities Intermediary, subject to the terms of this Agreement, to identify the Secured Party on its books and records as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to each Secured Account and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (a) interests in bank loans or participations (collectively “Loan Assets”) may be acquired and delivered by the Debtor Pledgor to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102(a)(15) of the UCC102) or an instrument (as that term is defined in Section 9-102(a)(47102(a)(4a) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile or other electronic copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Debtor Pledgor as assignee, (b) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Debtor Pledgor, and (c) any duty on the part of the Securities Intermediary with respect to such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it; provided that the Securities Intermediary shall hold such Loan Assets as required by Section 8.4 of the Credit Agreement. It is acknowledged and agreed that the Securities Intermediary is not under a duty to examine underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the DebtorPledgor’s title to any related Loan Asset.

Status of Secured Accounts; Treatment of Property as Financial Assets; Relationship of Parties. The Securities Intermediary hereby agrees with the Debtor Pledgor and Secured Party that: (i) each Secured Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which the Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and to the extent that any Secured Account (into which cash is credited as set forth herein) is re-characterized as a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC), the Securities Intermediary shall be a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), (ii) each item of property (whether cash, a security, an instrument or any other property) credited to any Secured Account shall be treated as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); , provided that nothing herein shall require the Securities Intermediary to credit to any the Secured Account Accounts or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) an or other asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or, except as set forth in clause (c) of this Section 3(b) below, or to “maintain” a sufficient quantity thereof (within the meaning of Section 8-504 of the UCC) ), and (iii) each Secured Account and any rights or proceeds derived therefrom are subject to a security interest in favor of the Secured Party arising under the Credit Loan Agreement. The Debtor Pledgor and Secured Party hereby direct the Securities Intermediary, subject to the terms of this Agreement, to identify the Secured Party on its books and records as the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to each Secured Account and the property held therein and the Securities Intermediary agrees to do the same. Notwithstanding any term hereof or elsewhere to the contrary, it is hereby expressly acknowledged that (a) interests in bank loans or participations (collectively “Loan Assets”) may be acquired and delivered by the Debtor Pledgor to the Securities Intermediary from time to time which are not evidenced by, or accompanied by delivery of, a security (as that term is defined in UCC Section 8-102(a)(15) of the UCC102) or an instrument (as that term is defined in Section 9-102(a)(47102(a)(4a) of the UCC), and may be evidenced solely by delivery to the Securities Intermediary of a facsimile copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Debtor Pledgor as assignee, (b) any such Loan Assignment Agreement (and the registration of the related Loan Assets on the books and records of the applicable obligor or bank agent) shall be registered in the name of the Debtor Pledgor, and (c) any duty on the part of the Securities Intermediary with respect to such Loan Asset (including in respect of any duty it might otherwise have to maintain a sufficient quantity of such Loan Asset for purposes of UCC Section 8-504) shall be limited to the exercise of reasonable care by the Securities Intermediary in the physical custody of any such Loan Assignment Agreement that may be delivered to it; provided that the Securities Intermediary shall hold such Loan Assets as required by Section 8.4 of the Credit Agreement. It is acknowledged and agreed that the Securities Intermediary is not under a duty to examine the underlying credit agreements or loan documents to determine the validity or sufficiency of any Loan Assignment Agreement (and shall have no responsibility for the genuineness or completeness thereof), or for the DebtorPledgor’s title to any related Loan Asset.