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All of the representations, warranties and covenants of the Company set forth in the engagement agreement with the Broker is hereby made to the Trustee as though fully set forth herein. No provision of the contractual agreement between the Company and the Broker nor any action by the Company or the Broker shall constitute a delegation of the fiduciary responsibility of the Company and its Board of Directors under the Trust to direct the Trustee with respect to the purchase of Shares. The purchase of the Shares shall be made utilizing an automated trading system. The Company has engaged Banc of America Securities LLC to act as broker (“Broker”) in connection with the purchase of Shares and that the Company will, to the extent required by ERISA, provide direction to the Trustee to act consistent with the confirmations provided by the Broker to the Trustee in connection with the purchase of Shares. Agency Security:ĭirection of Trustee. All action by the Named Fiduciary of the Plan as required by the Trust has been taken to direct the Trustee to enter into the Loan and the Note and to direct the Trust to enter into the brokerage agreement and to purchase Shares during the Purchase Period. Agency Securities, and may, in each case subject to and in accordance with the provisions of the Indenture, as agent of the Issuer, require the Trustee to take one or more of the following actions with respect to a Collateral Debt Security, Equity Security, Eligible Investment or U.S. Agency Securities previously included in the Collateral, one or more Collateral Debt Securities, Equity Securities, Eligible Investments or U.S. Agency Security or other obligations or securities received in respect thereof in the open market or otherwise, or (ii) to acquire, as security for the Notes (and the Class C-1 Note Component of the Class C-1 Combination Securities) and any other obligations secured by the Indenture in substitution for or in addition to any Collateral Debt Securities, Equity Securities, Eligible Investments or U.S.

Direction of Trustee. The Collateral Manager, subject to and in accordance with the provisions of the Indenture and this Agreement, may as agent of the Issuer at any time direct the Trustee (i) to dispose of a Collateral Debt Security, an Equity Security, an Eligible Investment, a U.S.