EFTA01390557.pdf

this Agreement or the Obligations shall be brought cash balance) from the Collateral Account, or to only in the State and County ofNew York. give any entitlement orders or other instructions to DB in respect of the Collateral, so long as any 16. If this Agreement is signed by two or Obligation is outstanding. more parties as Debtor, they shall be jointly and severally liable hereunder, and the term "Debtor" as IS. THIS AGREEMENT SHALL BE used herein shall mean the debtor parties hereto, CONSTRUED IN ACCORDANCE WITH AND and each of them. This Agreement may be signed BE GOVERNED BY THE LAW OF THE in any number of counterparts, each of which shall STATE OF NEW YORK (WITHOUT GIVING be an original, with the same effect as if the EFFECT TO THE PRINCIPLES THEREOF signatures thereto and hereto were upon the same RELATING TO CONFLICT OF LAWS). THE instrument. Delivery of an executed counterpart of PARTIES AGREE THAT THE STATE OF a signature page of this Agreement by telecopy NEW YORK IS LENDER'S JURISDICTION shall be as effective as delivery of an original FOR PURPOSES OF ARTICLES 8 AND 9 OF executed counterpart. THE UNIFORM COMMERCIAL CODE FROM TIME TO TIME IN EFFECT IN THE 17. If the Obligations under this Agreement STATE OF NEW YORK. shall be owing to an Affiliate of Deutsche Bank Trust Company Americas ("DB") but DB holds the 19. ALL OR CERTAIN OF THE Collateral, then DB is hereby appointed, and hereby OBLIGATIONS MAY BE PAYABLE ON accepts such appointment, to hold the Collateral as DEMAND. DEBTOR ACKNOWLEDGES securities intermediary and agent for the benefit of AND AGREES THAT, IN SUCH EVENT, NO such Affiliate or, if any of the Obligations are also PROVISION HEREOF OR OF ANY OTHER owed by Debtor to DB, then ple rata for the benefit AGREEMENT BETWEEN DEBTOR AND of such Affiliate and DB in accordance with the LENDER IS INTENDED TO OR SHALL IN principal amount owed to each of them, ANY WAY LIMIT, PREJUDICE OR respectively. Debtor hereby irrevocably authorizes OTHERWISE AFFECT THE DEMAND DB to act solely and exclusively on the entitlement NATURE OF SUCH OBLIGATIONS, AND orders originated by and instructions of such THAT LENDER SHALL HAVE THE Affiliate in respect of the Collateral, without further ABSOLUTE AND UNCONDITIONAL RIGHT consent of Debtor, and Debtor hereby irrevocably TO DEMAND PAYMENT OF SUCH acknowle es and agrees that D OBLIGATIONS IN ITS DISCRETION, with all sue rders or other,instructions from such REGARDLESS OF THE EXISTENCE OF - Affiliate without liability to Debtor for acting or not ANY PROVISION HEREOF OR OF ANY acting in accordance with any orders or instructions COMPLIANCE OR NON-COMPLIANCE BY given by such Affiliate, so long as this Agreement DEBTOR WITH ANY SUCH PROVISION. shall remain in effect. Without limiting the generality of the foregoing. Debtor, without the consent of such Affiliate, shall have no right to withdraw or transfer any Collateral (including any GIL Confidential Conridential 46I78VI2 .7- CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0095084 CONFIDENTIAL SDNY_GM_00241268 EFTA01390557