Common use of Instructions Clause in Contracts

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided above.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night right to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided above.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 21 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reasonable reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night right to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided above.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing The Custodian shall be entitled to refrain from taking any action unless it has such instruction (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf), the Administrative Agent or the Collateral Agent, as applicable, as it reasonably deems necessary, and shall be confirmed by entitled to require, upon notice to the Customer by tested telex Borrower, the Administrative Agent or writing the Collateral Agent, as applicable, that Proper Instructions to it be in writing. In the manner set forth in clause (i) aboveabsence of gross negligence, but fraud or willful misconduct of the lack of such confirmation Custodian, the Custodian shall in have no way affect liability for any action (or forbearance from action) taken pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Administrative Agent or the Collateral Agent, as applicable. (ii) Whenever the Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Custodian it shall be in reliance upon such oral instructions prior form, content and medium reasonably acceptable to it and the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactionsBorrower, and may otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Custodian may, so long as no Event of Default has occurred and is continuing, request instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be in entitled at all times to refrain from taking any action unless it has received instructions from the form of standing instructionsCollateral Manager or the Administrative Agent, as applicable. The Custodian shall in all events have the night no liability, risk or cost for any action taken pursuant to assume and in the absence of notice to the contrary from the Customer that any person whose name is on file compliance with the Custodian pursuant to this Section has been authorized by instruction of the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveAdministrative Agent.

Instructions. (a) The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below Agent shall: (i) unless a contrary indication appears in writing a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by: (includingA) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (B) in all other cases, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or Majority Lenders; and (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian not be liable for any act (or other electronic instruction system acceptable to the Custodian, omission) if it acts (or (iiirefrains from acting) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed accordance with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause paragraph (i) above. (b) The Agent shall be entitled to request instructions, but or clarification of any instruction, from the lack Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such confirmation shall instructions or clarification that it has requested. (c) Save in no way affect the case of decisions stipulated to be a matter for any action taken other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Custodian Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties. (d) The Agent may refrain from acting in reliance upon such oral accordance with any instructions prior of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions. (e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form best interest of standing instructions. the Lenders. (f) The Custodian shall have the night Agent is not authorised to assume act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇’s consent) in the absence of notice any legal or arbitration proceedings relating to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveFinance Document.

Instructions. The term "Instructions" You hereby appoint and authorise us to execute transactions on your behalf or to arrange for the provision of execution services by any of our brokers. In each case on an execution only basis in respect of Financial Instruments including (inter alia) the reception of orders and their transmission to our brokers on your behalf. You hereby separately authorise us to act upon orders received from you and our brokers instructed by us to act upon order received from us as your agent as foresaid as though such orders had been given by you directly. All such instructions given to us may be given orally, in writing or by electronic means and must be properly communicated to the person responsible for their reception and transmission in accordance with our normal business practice. We or our brokers may require you to confirm instructions in writing where deemed necessary and may refuse instructions to arrange any particular transaction. • You shall confirm the name of each person authorised to give us instructions on your behalf in writing at the client acceptance stage. You may vary this list by written notice to us. We shall not be bound by any such amendment until we have actually received such written notice. We will be entitled to act upon the oral or written instructions of any person so authorised or anyone who appears to us to be such a person and you will be bound by actions taken by us on the basis of unconfirmed telephone or facsimile instructions which we in good faith believe to have originated from such a person. We are entitled to assume that any instructions, notices, authorisations, commitments or requests (whether in writing or not and however communicated to us) have been properly authorised by you if they are given or purport to be given by an individual or person who is or purports to be and reasonable believed to be authorised by you to give such instructions, notices, authorisations, commitments or requests. • Both parties shall be free to record all telephone conversations. These records will be and will remain the Customer sole property of the relevant party and maybe used as evidence, if required • You will promptly (and within any time limit imposed by us) give any instructions we may request from you in respect of any proposed transaction for or with you. If you do not do so, we or any broker, in each case acting in its sole discretion, may take any steps at your cost as they consider appropriate for their protection or for your protection as long as the securities in question are fully fungible • Any instructions given to us with a condition described as Good Till Cancel ("GTC") will be deemed authorised for the period of one calendar month after which if a verbal or written reconfirmation of the Custodian's duties hereunder which have been received instruction is not given for the continuation of the instruction, the instruction will be withdrawn. • In respect of transactions executed or arranged for you by the Custodian us, we will send you with due dispatch a confirmation note of contract note in respect of each transaction effected for or with you. You may request information from us concerning your order at its address set forth in Section 22 below (i) in writing (includinganytime • Confirmation notes and contract notes, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of manifest error, shall be conclusive and deemed acknowledged by you correct (even if we or any of our brokers request does not receive specific acknowledgement or acceptance from you) unless we or the relevant broker receive from you notice to the contrary within (24) twenty four hours from dispatch to you of the Customer confirmation note or we or the relevant broker notify you of an error therein You undertake that you will promptly provide or procure the provision to use of all the information concerning your business and affairs which is relevant for the proper provision of the Services and all such further information as we may reasonably request and that you will promptly correct any information so provided to us if it subsequently appears that any person whose name such information was or has become inaccurate or misleading in any respect. You confirm that you have the right to supply such information to us and that the supply of such information by you and its receipt and use by us for the purpose of this Agreement, will not infringe any rights held by any third party, involve the unauthorised use of confidential information belonging to any third party or result in a breach by you or us of any law, regulatory obligation, fiduciary duty owed to any third party, intellectual property rights or agreement. Where you supply information or documentation to us, if it is on file for publication to brokers or for use by us in verifying matter for publication to brokers or is or may be material in the context of any transaction or matter connected with the Custodian pursuant Services, you undertake that (i) such information or documentation when taken as a whole and each statement of fact therein will be true, fair and accurate in all material respects and not misleading, (ii) that every statement of opinion, intention or expectation therein will be honestly held and fairly based and (iii) that there will be no facts not disclosed therein which by their omission make any statement therein misleading. You undertake that, if anything occurs within a reasonable time after passing information to this Section has been authorized by us that renders any statement therein untrue, unfair or misleading, you will promptly notify us and take such steps as we may require correcting such statement. Should you not promptly take such steps, we shall be entitled to take such action as we consider necessary or appropriate, including the Customer to give the Instructions publication of any correcting statement, in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without circumstances in which us or you would or might otherwise infringe any application regulation or incur any liability or penalty. You agree to provide us with or to procure the Customer provision to us of such confirmations and other evidence as we reasonably require in order to satisfy ourselves that any non real-time communications which constitute financial promotions which we are asked to approve on your behalf or any other person document or entity for any losses resulting therefrom, any Instructions reasonably believed by it announcement or information issued or to be furnished by the proper person or persons as provided aboveissued in connection with any matter in respect of which we are advising complies with all applicable regulations.

Instructions. (a) The term "Instructions" means Intercreditor Agent shall: (i) subject to paragraphs (d) and (e) below, exercise or refrain from exercising any right, power, authority or discretion vested in it as Intercreditor Agent in accordance with any instructions given to it by the Instructing Group; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Creditor or group of Creditors, in accordance with instructions given to it by that Creditor or group of Creditors). (b) The Intercreditor Agent shall be entitled to request instructions, or clarification of any instruction, from the Customer Instructing Group (or, if this Agreement stipulates the matter is a decision for any other Creditor or group of Creditors, from that Creditor or group of Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Intercreditor Agent may refrain from acting unless and until it receives those instructions or that clarification. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Intercreditor Agent by the Instructing Group shall override any conflicting instructions given by any other Parties and will be binding on all Primary Creditors. (d) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Intercreditor Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Intercreditor Agent’s own position in its personal capacity as opposed to its role of Intercreditor Agent for the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (Primary Creditors including, without limitation, facsimile transmissionClauses 23.5 (No duty to account) to Clause 23.10 (Exclusion of liability), and Clauses 23.13 (Confidentiality) to Clause 23.19 (Insurance by Intercreditor Agent); (iv) in respect of the exercise of the Intercreditor Agent’s discretion to exercise a right, power or by tested telex signed or authority under Clause 19.1 (Order of application). (e) If giving effect to instructions given by such one or more person or persons as the Customer Instructing Group would (in the Intercreditor Agent’s opinion) have an effect equivalent to an Intercreditor Amendment, the Intercreditor Agent shall have not act in accordance with those instructions unless consent to it so acting is obtained from time to time authorized in writing to give each Party (other than the particular class of Instructions in question and Intercreditor Agent) whose name and (if applicable) signature and office address consent would have been filed with required in respect of that Intercreditor Amendment. (f) In exercising any discretion to exercise a right, power or authority under the Custodian, or Debt Documents where either: (i) it has not received any instructions as to the exercise of that discretion; or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable exercise of that discretion is subject to the Custodian, or paragraph (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (id)(iv) above, but the lack of such confirmation Intercreditor Agent shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior do so having regard to the Custodian's receipt interests of such confirmation. Instructions all the Secured Parties. (g) The Intercreditor Agent may relate to specific transactions refrain from acting in accordance with any instructions of any Creditor or to types or classes group of transactions, and Creditors until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the form Debt Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable Indirect Tax) which it may incur in complying with those instructions. (h) Without prejudice to the provisions of standing instructions. The Custodian shall have Clause 15 (Enforcement of Transaction Security) and the night to assume remainder of this Clause 23.2, in the absence of notice to instructions, the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian Intercreditor Agent may act upon and conclusively rely on, without any liability to the Customer (or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by refrain from acting) as it considers in its discretion to be furnished by the proper person or persons as provided aboveappropriate.

Instructions. The term "Instructions" means Company shall issue and agree to irrevocable instructions from to its transfer agent, in form and substance satisfactory to the Customer Buyer, to issue Conversion Shares in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons amounts as the Customer shall have specified from time to time authorized by the Buyer to the Company upon conversion of the Note in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed accordance with the Custodianapplicable terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, or the Company shall provide, prior to the effective date of such replacement, irrevocable transfer agent instructions in a form that is substantially similar to the Irrevocable Transfer Agent Instructions (including but not limited to the requirement to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the Company and successor transfer agent to the Company. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Note and/or the Irrevocable Transfer Agent Instructions; (ii) which have been transmitted electronically through an electronic on-line service it will not direct its transfer agent not to transfer, or delay, impair, and/or hinder its transfer agent in transferring (or issuing) any Conversion Shares to the Buyer upon conversion of or otherwise pursuant to the Note as and communications system offered when required by the Custodian Note, or other electronic instruction system acceptable any Warrant Shares upon exercise of or otherwise pursuant to the CustodianWarrant as and when required by the Warrant, or this Agreement and/or the Irrevocable Transfer Agent Instructions; and (iii) it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares or Warrant Shares issued to the Buyer as and when required by the Note, the Warrant, this Agreement and/or the Irrevocable Transfer Agent Instructions, as applicable. The Company acknowledges that a telephonic or oral communication breach by one or more persons as it of its obligations hereunder will cause irreparable harm to the Customer shall have from time to time authorized to give Buyer, by vitiating the particular class intent and purpose of Instructions in question the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions agrees, in the form event of oral communications a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be confirmed by the Customer by tested telex or writing entitled, in the manner set forth in clause (i) aboveaddition to all other available remedies, but the lack of such confirmation shall in no way affect to an injunction restraining any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, breach and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely onrequiring immediate transfer, without the necessity of showing economic loss and without any liability to the Customer bond or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovesecurity being required.

Instructions. (a) The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below Agent shall: (i) unless a contrary indication appears in writing a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by: (includingA) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (B) in all other cases, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or Majority Lenders; and (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian not be liable for any act (or other electronic instruction system acceptable to the Custodian, omission) if it acts (or (iiirefrains from acting) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed accordance with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause paragraph (i) above. (b) The Agent shall be entitled to request instructions, but or clarification of any instruction, from the lack Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of such confirmation shall Lenders, from that Lender or group of Lenders) as to whether, and in no way affect what manner, it should exercise or refrain from exercising any action taken right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification. (c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Custodian Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent. (d) The Agent may refrain from acting in reliance upon such oral accordance with any instructions prior of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions. (e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form best interest of standing instructionsthe Lenders. (f) The Agent is not authorised to act on behalf of a Lender or Hedge Counterparty (without first obtaining that Lender's or Hedge Counterparty's consent) in any legal or arbitration proceedings relating to any Finance Document. The Custodian This paragraph (f) shall have the night not apply to assume in the absence of notice any legal or arbitration proceeding relating to the contrary from perfection, preservation or protection of rights under the Customer that any person whose name is on file with Transaction Security Documents or enforcement of the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer Transaction Security or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveTransaction Security Documents.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing The Custodian shall be entitled to refrain from taking any action unless it has such instruction (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf), the Administrative Agent or the Collateral Agent, as applicable, as it reasonably deems necessary, and shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) aboveentitled to require, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior notice to the Custodian's receipt of such confirmation. Borrower, the Administrative Agent or the Collateral Agent, as applicable, that Proper Instructions may relate to specific transactions or to types or classes of transactions, and may it be in the form of standing instructionswriting. The Custodian shall have no liability for any action (or forbearance from action) taken pursuant to any Proper Instruction of the night Borrower, the Administrative Agent or the Collateral Agent, as applicable. (ii) Whenever the Custodian is entitled or required to assume receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the absence Custodian it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of notice this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Custodian may, prior to the contrary occurrence of an Event of Default, request instructions from the Customer that Collateral Manager and may, after the occurrence of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any person whose name is on file with action unless it has received instructions from the Custodian pursuant to this Section has been authorized by Collateral Manager or the Customer to give the Instructions in question and that such authorization has not been revokedAdministrative Agent, as applicable. The Custodian may act upon and conclusively rely onshall in all events have no liability, without any liability to the Customer risk or any other person or entity cost for any losses resulting therefrom, any Instructions reasonably believed by it action taken pursuant to be furnished by and in compliance with the proper person or persons as provided aboveinstruction of the Administrative Agent.

Instructions. The a. JNAM shall be deemed to have received Instructions (as that term "Instructions" means is used herein) upon receipt of written instructions from the Customer in respect of any of the Custodian's duties hereunder (including receipt by facsimile), which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (includingmay be continuing instructions, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer Managers shall have from time to time authorized to give the particular class of Instructions in question question. Different persons may be authorized to give Instructions for different purposes, and whose name has been filed with Instructions may be general or specific in terms. A certified copy of a bylaw, resolution or action of the Custodian; or (iv) upon Managers of the Variable Fund may be received and accepted by JNAM as conclusive evidence of the authority of any such persons to act and may be considered to be in full force and effect until receipt of written notice (or oral notice followed by written confirmation within seven days) to the contrary. b. One or more designated persons may be authorized to issue oral (such other form term as used herein including, without limitation, telephoned) instructions, specifying the type or types of instructions as that may be so issued, in which case the Customer may from time Variable Fund shall deliver to time authorize in writing and which JNAM resolutions of the Custodian has agreed Managers to such effect. Such oral instructions shall promptly be confirmed in writing to acceptJNAM. Such instructions when given in accordance with the provisions hereof and with such resolutions shall be deemed Instructions hereunder. In the case of conflict between oral Instructions given by a person designated in the form resolution of the Managers referred to in the first sentence of this subparagraph (b) and any written Instructions, the Instructions most recently received by JNAM shall prevail following such receipt, and in case of conflict between oral Instructions given by a person designated in such resolution and any written confirmation or purported confirmation of oral communications Instructions, such written confirmation or purported confirmation shall be confirmed prevail following receipt thereof by the Customer JNAM; provided that any transaction initiated by tested telex or writing in the manner set forth in clause (i) aboveJNAM pursuant to such oral Instructions, may, but the lack of such confirmation shall in no way affect any action taken need not, be completed by the Custodian in reliance upon such oral instructions prior to the CustodianJNAM notwithstanding JNAM's receipt of conflicting subsequent Instructions hereunder or written confirmation or purported confirmation of oral Instructions hereunder subsequent to JNAM's initiation of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovetransaction.

Instructions. (a) The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below Agent shall: (i) unless a contrary indication appears in writing a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by: (includingA) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (B) in all other cases, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or Majority Lenders; and (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian not be liable for any act (or other electronic instruction system acceptable to the Custodian, omission) if it acts (or (iiirefrains from acting) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed accordance with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause paragraph (i) above. (b) The Agent shall be entitled to request instructions, but or clarification of any instruction, from the lack Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such confirmation shall instructions or clarification that it has requested. (c) Save in no way affect the case of decisions stipulated to be a matter for any action taken other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Custodian Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent. (d) The Agent may refrain from acting in reliance upon such oral accordance with any instructions prior of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions. (e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form best interest of standing instructions. the Lenders. (f) The Custodian Agent is not authorised to act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇’s consent) in any legal or arbitration proceedings relating to any Finance Document This paragraph (f) shall have the night not apply to assume in the absence of notice any legal or arbitration proceeding relating to the contrary from perfection, preservation or protection of rights under the Customer that any person whose name is on file with Security Documents or enforcement of the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer Transaction Security or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveSecurity Documents.

Instructions. The term "(a) Except as otherwise expressly provided in this Agreement, BNY will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement. (b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions" means instructions from the . (c) Where Customer in respect of may or is required to issue Instructions, such Instructions will be issued by an Authorized Person. (d) BNY will be entitled to deal with any of the Custodian's duties hereunder which have been Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by the Custodian at BNY. (e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY may reasonably require and be received within BNY’s established cut-off times and otherwise in sufficient time, to enable BNY to act upon such Instructions. (f) BNY may in its address sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 22 below 3.2(e) or that conflict with applicable law or regulations or BNY’s operating policies and practices, in which event BNY will promptly notify Customer unless prevented from doing so by applicable law. (g) Customer acknowledges that while it is not part of BNY’s normal practices and procedures to accept Oral Instructions, BNY may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by BNY’s reliance on such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, Oral Instruction or (ii) which have been transmitted electronically through an electronic on-line service the validity or enforceability of transactions authorized by such Oral Instruction and communications system offered effected by BNY. (h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY and that there may be more secure methods of transmitting Instructions than the method selected by the Custodian or other electronic instruction system acceptable sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY with respect to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in question light of its particular needs and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovecircumstances.

Instructions. The term "Instructions" means instructions (a) IMSC will be protected in acting upon Written Instructions or Oral Instructions reasonably believed to have been executed or orally communicated by an Authorized Person and will not be held to have any notice of any change of authority of any person until receipt of a Written Instruction thereof from the Customer Fund. IMSC may assume that any Written Instructions or Oral Instructions received hereunder are not in any way inconsistent with the provisions of the organizational documents of the Fund, or of any vote, resolution or proceeding of the Fund's Board of Directors or of the Fund's Shareholders, unless and until IMSC receives Written Instructions to the contrary. IMSC will also be protected in processing Share Certificates that it reasonably believes to bear the proper manual or facsimile signatures of a duly authorized officer of the Fund and that bear the proper countersignatures of IMSC. (b) IMSC may at any time apply to any Authorized Person of the Fund for Oral or Written Instructions and may, at the Fund's expense, consult legal counsel for the Fund, or its own legal counsel, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Fund. Written Instructions requested by IMSC will be provided by the Fund within a reasonable period of time. In addition, IMSC and its officers, agents or employees, shall accept Oral Instructions or Written Instructions given to them by any person representing or acting on behalf of the Fund, its officers, agents or employees, as an Authorized Person. IMSC shall have no duty or obligation to inquire into, nor shall IMSC be responsible for the legality of any act done by it in reasonable reliance upon the request or direction of an Authorized Person. (c) Notwithstanding any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below foregoing provisions of this Agreement, IMSC shall be under no duty or obligation to inquire into, and shall not be liable for: (i) in writing (including, without limitation, facsimile transmission) the legality of the issuance or by tested telex signed sale of any Shares or given by such one or more person or persons as the Customer shall have from time sufficiency of the amount to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or be received therefor; (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to legality of the Custodianredemption of any Shares, or the propriety of the amount to be paid therefor; (iii) a telephonic the legality of the declaration of any dividend by the Fund's Board of Directors, or oral communication by one or more persons as the Customer shall have from time to time authorized to give legality of the particular class issuance of Instructions any Shares in question and whose name has been filed with the Custodianpayment of any dividend; or (iv) upon receipt the legality of such other form any recapitalization or readjustment of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveShares.

Instructions. (A) The term "Custodian may, in its absolute discretion and without liability on its part, rely and act upon (and the Client shall be bound by) any Instructions" means instructions from the Customer . Instructions shall continue in respect of full force and effect until canceled or superseded; PROVIDED THAT any of the Custodian's duties hereunder which have been Instruction canceling or superseding a prior Instruction must be received by the Custodian at its address set forth a time and in Section 22 below a manner that accords the Custodian a reasonable opportunity to act upon such Instruction. The Custodian shall be entitled to rely upon the continued authority of any Authorized Person to give Instructions until the Custodian receives notice from the Client to the contrary. (iB) Instructions shall be governed by and carried out subject to the prevailing laws, rules, operating procedures and market practice of any relevant stock exchange, Clearance System or market where or through which they are to be executed or carried out, and shall be acted upon only during banking hours (including applicable cut-off times) and on banking days when the applicable financial markets are open for business. (C) Instructions delivered to the Custodian by telephone or facsimile shall be promptly confirmed in writing (includingwriting, without limitation, facsimile transmission) or by tested telex signed telex, SWIFT, letter, the Custodian's proprietary electronic banking system or given as provided in the Service Standards, such confirmation shall, where relevant, be made by such one an Authorized Person. However, the Custodian may, in its absolute discretion, rely and act upon telephone or more person or persons facsimile Instructions before the written confirmation is received. (D) The Custodian has offered the Client security procedures for the transmission of Instructions to the Custodian (and the Client acknowledges that it has received the same and agrees that the security procedures mutually agreed to by the Client and the Custodian are commercially reasonable). As long as the Customer Custodian acts in compliance with such security procedures and this Section 5, it shall have from time no further duty to time verify the identity or authority of the person giving or confirming, or the genuineness or contents of, any Instruction. (E) The Custodian is authorized to rely upon any Instructions received by any means, provided that the Custodian and the Client have agreed upon the means of transmission and the method of identification for such Instructions. (F) Instructions are to be given in writing the English language. The Custodian may in its reasonable discretion and without any liability on its part, act upon what it reasonably believes in good faith such Instructions to give be; notwithstanding any other provision hereof, the particular class Custodian shall have the right, in its reasonable discretion to refuse to execute any such Instruction, in which event the Custodian shall notify the Client of Instructions such refusal without undue delay. (G) The Client agrees to be bound by any Instructions, whether or not authorized, given to the Custodian in question and whose the Client's name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken accepted by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file accordance with the Custodian pursuant to provisions of this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided above5.

Instructions. (a) The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below Agent shall: (i) unless a contrary indication appears in writing (includinga Finance Document, without limitationexercise or refrain from exercising any right, facsimile transmission) power, authority or discretion vested in it as Agent in accordance with any instructions given to it by tested telex signed or given by such one or more person or persons as all Lenders if the Customer shall have from time to time authorized in writing to give relevant Finance Document stipulates the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with matter is an all Lender decision and, otherwise, the Custodian, or Majority Lenders; and (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian not be liable for any act (or other electronic instruction system acceptable to the Custodian, omission) if it acts (or (iiirefrains from acting) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed accordance with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause paragraph (i) above (b) The Agent shall be entitled to request instructions, but or clarification of any instruction, from the lack of such confirmation shall Majority Lenders (or, if applicable, the Lenders) as to whether, and in no way affect what manner, it should exercise or refrain from exercising any action taken right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification. (c) Unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Custodian Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Common Security Agent and the POA Agent. (d) The Agent may refrain from acting in reliance upon such oral accordance with any instructions prior of any Lender (or group of Lenders) until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions. (e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form best interest of standing instructionsthe Lenders. (f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. The Custodian This paragraph (f) shall have the night not apply to assume in the absence of notice any legal or arbitration proceeding relating to the contrary from perfection, preservation or protection of rights under the Customer that any person whose name is on file with Transaction Security Documents or enforcement of the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer Transaction Security or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveTransaction Security Documents.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing The Document Custodian shall be entitled to refrain from taking any action unless it has such instruction (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf), the Administrative Agent or the Collateral Agent, as applicable, as it reasonably deems necessary, and shall be confirmed entitled to require, upon notice to the Borrower, the Administrative Agent or the Collateral Agent, as applicable, that Proper Instructions to it be in writing. In the absence of gross negligence, fraud or willful misconduct of the Document Custodian, the Document Custodian shall have no liability for any action (or forbearance from action) taken pursuant to this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Administrative Agent or the Collateral Agent, as applicable, except in the case of the Document Custodian’s own gross negligence, fraud or willful misconduct. (ii) Whenever the Document Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Customer by tested telex Document Custodian it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Document Custodian may, so long as no Event of Default has occurred and is continuing, request instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Collateral Manager or writing in the manner set forth in clause (i) aboveAdministrative Agent, but the lack of such confirmation as applicable. The Document Custodian shall in all events have no way affect liability, risk or cost for any action taken by the Custodian pursuant to and in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file compliance with the Custodian pursuant to this Section has been authorized by instruction of the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveAdministrative Agent.

Instructions. (a) The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below Agent shall: (i) unless a contrary indication appears in writing a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by: (includingA) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (B) in all other cases, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or Majority Lenders; and (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian not be liable for any act (or other electronic instruction system acceptable to the Custodian, omission) if it acts (or (iiirefrains from acting) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed accordance with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause paragraph (i) above. (b) The Agent shall be entitled to request instructions, but or clarification of any instruction, from the lack Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such confirmation shall instructions or clarification that it has requested. (c) Save in no way affect the case of decisions stipulated to be a matter for any action taken other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Custodian Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent. (d) The Agent may refrain from acting in reliance upon such oral accordance with any instructions prior of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions. (e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form best interest of standing instructions. the Lenders. (f) The Custodian shall have the night Agent is not authorised to assume act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇’s consent) in the absence of notice any legal or arbitration proceedings relating to any Finance Document This paragraph (f) all not apply to any legal or arbitration proceeding relating to the contrary from perfection, preservation or protection of rights under the Customer that any person whose name is on file with Security Documents or enforcement of the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer Transaction Security or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveSecurity Documents.

Instructions. The term "Instructions" means instructions (a) Unless the terms of this Agreement or BNYM's Written Procedures expressly provide, in the reasonable discretion of BNYM, all requisite details and directions for it to take a specific course of conduct, BNYM may, prior to engaging in a course of conduct on a particular matter, require the Fund to provide it with Oral Instructions or Written Instructions with respect to the matter. (b) Whether received from the Customer Fund in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth response to a request described in Section 22 below 10(a) or otherwise, BNYM shall be obligated to act only on "Standard Instructions", which is hereby defined to mean (i) Instructions it receives which direct a course of conduct substantially similar in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time all material respects to time authorized a course of conduct provided for in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the CustodianBNYM's Written Procedures, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by if BNYM's Written Procedures provide for a particular form of instructions to be used in connection with a matter ("Form"), Instructions it receives on the Custodian Form or other electronic instruction system acceptable conforming in all material respects to the CustodianForm in the BNYM's sole judgment. (c) BNYM may in its sole discretion decline to follow any course of conduct contained in an Instruction that is not a Standard Instruction (such course of conduct being a "Non-Standard Instruction") for a bona fide legal, commercial or business reason ("Bona Fide Reason"), including by way of example and not limitation the following: (i) the course of conduct is not consistent or compliant with, is in conflict with, or requires a deviation from an Industry Standard, (ii) the course of conduct is not reasonably necessary or appropriate to or consistent with the services contemplated by this Agreement, (iii) the course of conduct requires a deviation from BNYM's Written Procedures, (iv) the course of conduct is in conflict or inconsistent with or violates a law, rule, regulation, or order or legal process of any nature, (v) the course of conduct is in conflict or inconsistent with or will violate a provision of this Agreement, or (iiivi) the course of conduct imposes on BNYM a telephonic risk, liability or oral communication obligation not contemplated by one this Agreement, including without limitation sanction or more persons as criticism of a governmental, regulatory or self-regulatory authority, civil or criminal action, a loss or downgrading of membership, participation or access rights or privileges in or to organizations providing common services to the Customer shall have from time financial services industry, out-of-pocket costs and expenses the Fund does not agree to time authorized reimburse, requires performance of a course of conduct customarily performed pursuant to give a separate service or fee agreement, requires a material increase in required resources, or is reasonably likely to result in a diversion of resources, disruption in established work flows, course of operations or implementation of controls, or (vii) BNYM lacks sufficient information, analysis or legal advice to determine that the particular class of Instructions conditions in question and whose name has been filed with the Custodian; or clauses (iv) upon and (vi) do not exist. (d) Notwithstanding the right reserved to BNYM by subsection (c) above: (i) BNYM may in good faith consider implementing a Non-Standard Instruction if the Fund agrees in a prior written authorization to reimburse BNYM for: the costs and expenses incurred in consulting with and obtaining the opinions or other work product of technical specialists, legal counsel or other third party advisors, consultants or professionals reasonably considered by BNYM to be appropriate to fully research, develop and implement the policies, procedures, operational structure and controls required to perform the Non-Standard Instruction ("External Research"), the costs and expenses associated with utilizing or expanding internal resources to research, develop and implement the policies, procedures, operational structure and controls required to perform the Non-Standard Instruction ("Internal Research", and together with the External Research, the "Research"), and the fees and charges reasonably established by BNYM for performing the Non-Standard Instruction following its implementation. The Fund may, in place of agreeing to reimburse BNYM for the costs of Research, agree in such written authorization to provide BNYM at the Fund's cost and expense with all Research reasonably requested by BNYM. (ii) Following receipt of all requested Research, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to follow a Non-Standard Instruction if it subsequently receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with reasonable particularity the course of conduct constituting the Non-Standard Instruction. (iii) BNYM reserves the right following receipt of all External Research and Internal Research and notwithstanding such receipt to continue to decline to perform the Non-Standard Instruction for a Bona Fide Reason. (e) BNYM will also not be obligated to act on any Instruction with respect to which it has reasonable uncertainty about the meaning of the Instruction or which appears to conflict with another Instruction. BNYM will advise the Fund if it has uncertainty about the meaning of an Instruction or if it appears to conflict with another Instruction, but BNYM will have no liability for any delay between issuance of the initial Instruction and its receipt of a clarifying Instruction. (f) In addition to any other provision of this Agreement that may be applicable to a particular Instruction, BNYM may include in a form of instructions instruction constituting a Standard Instruction, in addition to appropriate functional terms and provisions, indemnification terms that are substantially similar in all material respects to indemnification terms of this Agreement and representations and covenants that BNYM reasonably believes to be appropriate due to risks, liabilities or obligations incurred by on it by virtue of acting in an agency capacity for the Fund or imposed on it by law, regulation, or governmental, regulatory or self-regulatory authority by virtue of its agency conduct. In addition, BNYM may require third parties who purport to be authorized, or who the Fund indicates has been authorized, to act on behalf of or for the benefit of the Fund in connection with this Agreement to execute an instrument containing indemnification terms, representations and covenants as BNYM may reasonably require prior to accepting the authority of the persons to so act or prior to engaging in a course of conduct with them. (g) BNYM shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, truthfulness or accuracy or lack thereof, or genuineness or lack thereof of any Instruction, direction, notice, instrument or other information or communication from the Fund which BNYM reasonably believes to have been given by the Fund ("Fund Communication"). BNYM shall have no liability for engaging in a course of conduct in accordance with any of the foregoing provided it otherwise acts in compliance with the Agreement. BNYM shall be entitled to rely upon any Instruction it receives from an Authorized Person or from a person BNYM reasonably believes to be an Authorized Person relating to this Agreement. BNYM may assume that any Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents of the Fund or this Agreement or of any vote, resolution or proceeding of the Fund's Board of Directors or of the Fund's shareholders. (h) BNYM may, in its discretion, decline to accept Oral Instructions with respect to a particular matter under this Agreement and may require Written Instructions before engaging in a course of conduct with respect to a particular matter under this Agreement. In the event BNYM accepts Oral Instructions, the Fund agrees as a condition to BNYM's acceptance of the Oral Instructions, to deliver to BNYM, for receipt by 5:00 PM (Eastern Time) on the same business day as the Customer may from time day the Oral Instructions were given, Written Instructions which confirm the Oral Instructions. In the event Written Instructions confirming Oral Instructions are received late, are never received, or fail to time authorize contain terms which confirm the Oral Instructions in writing all material respects: (i) the validity, authorization and which enforceability of the Custodian has agreed Oral Instructions, all actions, transactions, and conduct occurring as a result of the Oral Instructions, and BNYM's ability to rely on the Oral Instructions shall not be abridged, abrogated, nullified or adversely impacted in writing any manner; and (ii) BNYM's memorialization of the Oral Instructions shall be conclusively presumed to accept. be the controlling Written Instructions in the form of oral communications shall be confirmed by event confirming Written Instructions are never received or are received but fail to confirm the Customer by tested telex or writing Oral Instructions in the manner set forth in clause all material respects. (i) aboveIn the event facts, but circumstances, or conditions exist or events occur, other than due to a breach by BNYM of its Standard of Care, including without limitation situations contemplated by Section 10(e), and BNYM reasonably determines that it must take a course of conduct in response to such situation and must receive an Instruction from the lack Fund to direct its conduct, and BNYM so notifies the Fund, and the Fund fails to furnish adequate Instructions or unreasonably delays furnishing adequate Instructions ("Response Failure"): (i) BNYM will first endeavor to utilize internal resources to determine the appropriate course of such confirmation shall conduct in no way affect any action taken by the Custodian in reliance upon such oral instructions prior response to the Custodiansituation but will be entitled, at the Fund's receipt sole cost and expense, to consult with legal counsel or other third parties reasonably determined by BNYM to be appropriate to determine the appropriate course of conduct and the Fund will reimburse BNYM for out-of-pocket expenses so incurred upon being invoiced for same; and (ii) BNYM may implement a course of conduct on behalf of the Fund and BNYM will have all rights hereunder with respect to such confirmationcourse of conduct as if such course of conduct was taken pursuant to and contained in Written Instructions. Instructions may relate to specific transactions or to types or classes of transactionsThe Fund will pay BNYM all fees reasonably charged by BNYM, and may be if any, for engaging in the form particular course of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question conduct and that such authorization has not been revoked. The Custodian may act reimburse BNYM for all reasonably related out-of-pocket expenses incurred upon and conclusively rely on, without any liability to the Customer or any other person or entity being invoiced for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovesame.

Instructions. (A) The term Bank is authorized to rely and act upon instructions ("Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i") in writing which are signed by persons (including"Authorized Persons") named in a list provided to the Bank from time to time, without limitationwhich list must be certified by the Fund's Secretary or Assistant Secretary and include authenticated specimen signatures of all Authorized Persons. (B) The Fund agrees that the Bank is authorized to rely and act upon such Instructions in accordance with this Section 10 and the Funds Transfer Procedures attached hereto and incorporated herein by reference (including each Schedule A) to this Agreement and to debit or credit the applicable account(s) of the Fund accordingly and that such Funds Transfer Procedures and method(s) of transmission are commercially reasonable. (C) The Bank shall be entitled to rely upon the continued authority of any Authorized Person to give Instructions until the Bank receives notice from the Fund to the contrary; and the Bank shall be entitled to rely upon any Instructions it believes in good faith to have been given by an Authorized Person. (D) The Bank is further authorized to rely upon any Instructions received by any other means and identified as having been given or authorized by any Authorized Person, facsimile transmission) or by tested telex signed regardless of whether such Instructions shall in fact have been authorized or given by any of such Authorized Persons, provided that the Bank and the Fund shall have agreed upon the means of transmission and the method of identification for such Instructions. Instructions received by any other means shall include but not be limited to verbal Instructions only in connection with delivery against payment or receipt against payment transactions and transfer from one account with the Bank to another with the Bank and provided that such verbal Instructions are promptly confirmed in writing by the Fund. Notwithstanding the foregoing, in the event any such verbal Instructions are not subsequently confirmed in writing, as provided above, the Fund agrees to hold the Bank harmless and without liability for any claims or losses in connection with such verbal Instructions. (E) The Fund agrees to be bound by any Instruction, whether or not authorized, given to the Bank in its name and accepted by the Bank in accordance with the provisions hereof (including but not limited to the Funds Transfer Procedures and Schedule A thereto) and further agrees to indemnify and hold the Bank harmless from and against any loss, liability, claim or expense (including legal fees and expenses) associated with the Bank's acting upon such Instructions as provided herein, except such as may arise from the Bank's own negligence, bad faith or willful misconduct. (F) The Fund may appoint one or more person or persons as investment managers ("Investment Managers") with respect to the Customer Custody Account. The Bank is authorized to act upon Instructions received from any Investment Manager to the same extent that the Bank would act upon the Instructions of an Authorized Person, provided that the Bank has received written evidence of the Investment Manager's appointment and written confirmation from the Investment Manager evidencing acceptance of such appointment. The Investment Manager shall have provide to the Bank from time to time authorized in writing to give the particular class a list of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give Instructions on behalf of the particular class of Instructions in question Investment Manager. The list must be certified by the Investment Manager's Secretary or Assistant Secretary and whose name has been filed with the Custodian; or (iv) upon receipt include authenticated specimen signatures of such persons. (G) If the Fund should choose to have telecommunication or other form means of instructions as electronic access to the Customer may from time Bank's reporting system for Property in the Custody Account, pursuant to time authorize in writing paragraph (E) of Section 5, the Bank is also authorized to rely and act upon any Instructions received by it through a terminal device, provided that such Instructions are accompanied by code words which the Custodian Bank has furnished to the Fund, or an Authorized Person, by any method mutually agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer Bank and the Fund, provided that the Bank has not been notified by tested telex the Fund, or writing in the manner set forth in clause (i) aboveany such Authorized Person to cease to recognize such code words, but the lack regardless of whether such confirmation Instructions shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions fact have been given or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer Fund or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovesuch Authorized Person.

Instructions. (A) The term Bank is authorized to rely and act upon instructions ("Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i") in writing which are signed by persons (including"Authorized Persons") named in a list provided to the Bank from time to time, without limitationwhich list must be certified by the Fund's Secretary or Assistant Secretary and include authenticated specimen signatures of all Authorized Persons. Such list shall separately designate those Authorized Persons who may authorize the withdrawal of the Securities free of payment, facsimile transmissionthose Authorized Persons who may authorize the unconditional transfer of funds, and those Authorized Persons who may give Instructions by electronic access. (B) The Fund agrees that the Bank is authorized to rely and act upon such Instructions in accordance with this Section 10 and the Funds Transfer Procedures attached hereto and incorporated herein by reference (including each Schedule A) to this Agreement and to debit or credit the applicable account(s) of the Fund accordingly and that such Funds Transfer Procedures and method(s) of transmission are commercially reasonable. (C) The Bank shall be entitled to rely upon the continued authority of any Authorized Person to give Instructions until the Bank receives notice from the Fund to the contrary; and the Bank shall be entitled to rely upon any Instructions it believes in good faith to have been given by tested telex signed an Authorized Person. (D) The Bank is further authorized to rely upon any Instructions received by any other means and identified as having been given or authorized by any Authorized Person, regardless of whether such Instructions shall in fact have been authorized or given by any of such Authorized Persons, provided that the Bank and the Fund shall have agreed upon the means of transmission and the method of identification for such Instructions. Instructions received by any other means shall include but not be limited to verbal Instructions only in connection with delivery against payment or receipt against payment transactions and transfer from one account with the Bank to another with the Bank and provided that such verbal Instructions are promptly confirmed in writing by the Fund. Notwithstanding the foregoing, in the event any such verbal Instructions are not subsequently confirmed in writing, as provided above, the Fund agrees to hold the Bank harmless and without liability for any claims or losses in connection with such verbal Instructions. (E) The Fund agrees to be bound by any Instruction, whether or not authorized, given to the Bank in its name and accepted by the Bank in accordance with the provisions hereof (including but not limited to the Funds Transfer Procedures and Schedule A thereto) and further agrees to indemnify and hold the Bank harmless from and against any loss, liability, claim or expense (including legal fees and expenses) associated with the Bank's acting upon such Instructions as provided herein, except such as may arise from the Bank's own negligence, bad faith or willful misconduct. (F) The Fund may appoint one or more person or persons as investment managers ("Investment Managers") with respect to the Customer Custody Account. The Bank is authorized to act upon Instructions received from any Investment Manager to the same extent that the Bank would act upon the Instructions of an Authorized Person, provided that the Bank has received written evidence of the Investment Manager's appointment and written confirmation from the Investment Manager evidencing acceptance of such appointment. The Investment Manager shall have provide to the Bank from time to time a list of persons authorized in writing to give Instructions on behalf of the particular class Investment Manager. The list must be certified by the Investment Manager's Secretary or Assistant Secretary and include authenticated specimen signatures of such persons. (G) If the Fund should choose to have telecommunication or other means of electronic access to the Bank's reporting system for Property in the Custody Account, pursuant to paragraph (E) of Section 5, the Bank is also authorized to rely and act upon any Instructions received by it through a terminal device, provided that such Instructions are accompanied by code words which the Bank has furnished to the Fund, or an Authorized Person, by any method mutually agreed to by the Bank and the Fund, provided that the Bank has not been notified by the Fund, or any such Authorized Person to cease to recognize such code words, regardless of whether such Instructions shall in question fact have been given or authorized by the Fund or any such Authorized Person. (H) The Bank is authorized to act upon Instructions of the Fund's agent, Fund/Plan, to the same extent that the Bank would act upon Instructions of an Authorized Person provided that (i) the Bank has received confirmation from Fund/Plan evidencing acceptance of its appointment as agent by the Fund, (ii) the Bank shall have received from Fund/Plan a list of persons (and whose name such persons specimen signatures) authorized to give Instructions on behalf of Fund/Plan, which list shall have been certified by Fund/Plan's Secretary or Assistant Secretary, and (if applicableiii) signature and office address the Bank shall not have been filed with received written notice from (x) Fund/Plan that it is no longer acting as the CustodianFund's agent or directing the Bank to cease recognizing Instructions from a designated Fund/Plan person, or (iiy) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable Fund to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have cease recognizing Instructions from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveFund/Plan.

Instructions. (A) The term "Custodian may, in its absolute discretion and without liability on its part, except for gross negligence, rely and act upon (and the Client shall be bound by) any Instructions" means instructions from the Customer . Instructions shall continue in respect of full force and effect until canceled or superseded; PROVIDED THAT any of the Custodian's duties hereunder which have been Instruction canceling or superseding a prior Instruction must be received by the Custodian at its address set forth a time and in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by a manner that accords the Custodian or other electronic instruction system acceptable a reasonable opportunity to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance act upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructionsInstruction. The Custodian shall have be entitled to rely upon the night continued authority of any Authorized Person to assume give Instructions until the Custodian receives notice from the Client to the contrary. (B) Instructions shall be governed by and carried out subject to the prevailing laws, rules, operating procedures and market practice of any relevant stock exchange, Clearance System or market where or through which they are to be executed or carried out, and shall be acted upon only during banking hours (including applicable cut-off times) and on banking days when the applicable financial markets are open for business. (C) Instructions delivered to the Custodian by telephone or facsimile shall be promptly confirmed in writing, by tested telex, SWIFT, letter, the Custodian's proprietary electronic banking system or as provided in the absence Service Standards, such confirmation shall, where relevant, be made by an Authorized Person. However, the Custodian may, in its absolute discretion, rely and act upon telephone or facsimile Instructions before the written confirmation is received. (D) The Custodian has offered the Client security procedures for the transmission of notice Instructions to the contrary from Custodian (and the Customer Client acknowledges that any person whose name is on file with it has received the same and agrees that the security procedures mutually agreed to by the Client and the Custodian pursuant to are commercially reasonable). As long as the Custodian acts in compliance with such security procedures and this Section has been 5, it shall have no further duty to verify the identity or authority of the person giving or confirming, or the genuineness or contents of, any Instruction. (E) The Custodian is authorized to rely upon any Instructions received by any means, provided that the Customer Custodian and the Client have agreed upon the means of transmission and the method of identification for such Instructions. (F) Instructions are to give be given in the Instructions in question and that such authorization has not been revokedEnglish language. The Custodian may act upon in its reasonable discretion and conclusively rely on, without any liability on its part, act upon what it reasonably believes in good faith such Instructions to the Customer or be; notwithstanding any other person or entity for provision hereof, the Custodian shall have the right, in its reasonable discretion to refuse to execute any losses resulting therefromsuch Instruction that the Custodian believes in good faith to be unauthorized and erroneous, in which event the Custodian shall notify the Client of such refusal and the reasons therefore without undue delay. (G) The Client agrees to be bound by any Instructions reasonably believed by it the Custodian to be furnished genuine, whether or not authorized, given to the Custodian in the Client's name and accepted by the proper person or persons as provided aboveCustodian without gross negligence in accordance with the provisions of this Section 5.

Instructions. The term "Instructions" means instructions (a) Unless the terms of this Agreement or BNYM’s Written Procedures expressly provide, in the reasonable discretion of BNYM, all requisite details and directions for it to take a specific course of conduct, BNYM may, prior to engaging in a course of conduct on a particular matter, require the Fund to provide it with Oral Instructions or Written Instructions with respect to the matter. (b) Whether received from the Customer Fund in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth response to a request described in Section 22 below 10(a) or otherwise, BNYM shall be obligated to act only on “Standard Instructions”, which is hereby defined to mean (i) Instructions it receives which direct a course of conduct substantially similar in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time all material respects to time authorized a course of conduct provided for in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the CustodianBNYM’s Written Procedures, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by if BNYM’s Written Procedures provide for a particular form of instructions to be used in connection with a matter (“Form”), Instructions it receives on the Custodian Form or other electronic instruction system acceptable conforming in all material respects to the CustodianForm in the BNYM’s sole judgment. (c) BNYM may in its sole discretion decline to follow any course of conduct contained in an Instruction that is not a Standard Instruction (such course of conduct being a “Non-Standard Instruction”) for a bona fide legal, commercial or business reason (“Bona Fide Reason”), including by way of example and not limitation the following: (i) the course of conduct is not consistent or compliant with, is in conflict with, or requires a deviation from an Industry Standard, (ii) the course of conduct is not reasonably necessary or appropriate to or consistent with the services contemplated by this Agreement, (iii) the course of conduct requires a deviation from BNYM’s Written Procedures, (iv) the course of conduct is in conflict or inconsistent with or violates a law, rule, regulation, or order or legal process of any nature, (v) the course of conduct is in conflict or inconsistent with or will violate a provision of this Agreement, or (vi) the course of conduct imposes on BNYM a material risk, liability or obligation not contemplated by this Agreement, including without limitation sanction or criticism of a governmental, regulatory or self-regulatory authority, civil or criminal action, a loss or downgrading of membership, participation or access rights or privileges in or to organizations providing common services to the financial services industry, out-of-pocket costs and expenses the Fund does not agree to reimburse, requires performance of a course of conduct customarily performed pursuant to a separate service or fee agreement, requires a material increase in required resources, or is reasonably likely to result in a diversion of resources, disruption in established work flows, course of operations or implementation of controls. (d) Notwithstanding the right reserved to BNYM by subsection (c) above: (i) BNYM may in good faith consider implementing a Non-Standard Instruction if the Fund agrees in a prior written authorization to reimburse BNYM for: the costs and expenses incurred in consulting with and obtaining the opinions or other work product of technical specialists, legal counsel or other third party advisors, consultants or professionals reasonably considered by BNYM to be appropriate to fully research, develop and implement the policies, procedures, operational structure and controls required to perform the Non-Standard Instruction (“External Research”), the costs and expenses associated with utilizing or expanding internal resources to research, develop and implement the policies, procedures, operational structure and controls required to perform the Non-Standard Instruction (“Internal Research”, and together with the External Research, the “Research”), and the fees and charges reasonably established by BNYM for performing the Non-Standard Instruction following its implementation. The Fund may, in place of agreeing to reimburse BNYM for the costs of Research, agree in such written authorization to provide BNYM at the Fund’s cost and expense with all Research reasonably requested by BNYM. (ii) Following receipt of all requested Research, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to follow a Non-Standard Instruction if it subsequently receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with reasonable particularity the course of conduct constituting the Non-Standard Instruction. (iii) BNYM reserves the right following receipt of all External Research and Internal Research and notwithstanding such receipt to continue to decline to perform the Non-Standard Instruction for a telephonic Bona Fide Reason. (e) BNYM will also not be obligated to act on any Instruction with respect to which it has reasonable uncertainty about the meaning of the Instruction or oral which appears to conflict with another Instruction. BNYM will advise the Fund if it has uncertainty about the meaning of an Instruction or if it appears to conflict with another Instruction, but BNYM will have no liability for any delay between issuance of the initial Instruction and its receipt of a clarifying Instruction. (f) In addition to any other provision of this Agreement that may be applicable to a particular Instruction, BNYM may include in a form of instruction constituting a Standard Instruction, in addition to appropriate functional terms and provisions, indemnification terms that are substantially similar in all material respects to indemnification terms of this Agreement and representations and covenants that BNYM reasonably believes to be appropriate due to risks, liabilities or obligations incurred by on it by virtue of acting in an agency capacity for the Fund or imposed on it by law, regulation, or governmental, regulatory or self-regulatory authority by virtue of its agency conduct. In addition, BNYM may require third parties who purport to be authorized, or who the Fund indicates has been authorized, to act on behalf of or for the benefit of the Fund in connection with this Agreement to execute an instrument containing indemnification terms, representations and covenants as BNYM may reasonably require prior to accepting the authority of the persons to so act or prior to engaging in a course of conduct with them. (g) BNYM shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, truthfulness or accuracy or lack thereof, or genuineness or lack thereof of any Instruction, direction, notice, instrument or other information or communication from the Fund which BNYM reasonably believes to have been given by one the Fund (“Fund Communication”). BNYM shall have no liability for engaging in a course of conduct in accordance with any of the foregoing provided it otherwise acts in compliance with the Agreement. BNYM shall be entitled to rely upon any Instruction it receives from an Authorized Person or more persons from a person BNYM reasonably believes to be an Authorized Person relating to this Agreement. BNYM may assume that any Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents of the Fund or this Agreement or of any vote, resolution or proceeding of the Fund’s Board of Directors or of the Fund’s shareholders. (h) BNYM may, in its reasonable discretion, decline to accept Oral Instructions with respect to a particular matter under this Agreement and may require Written Instructions before engaging in a course of conduct with respect to a particular matter under this Agreement. In the event BNYM accepts Oral Instructions, the Fund agrees as a condition to BNYM’s acceptance of the Oral Instructions, to deliver to BNYM, for receipt by 5:00 PM (Eastern Time) on the same business day as the Customer shall have from time day the Oral Instructions were given, Written Instructions which confirm the Oral Instructions. In the event Written Instructions confirming Oral Instructions are received late, are never received, or fail to time authorized to give contain terms which confirm the particular class of Oral Instructions in question all material respects: (i) the validity, authorization and whose name has been filed with enforceability of the CustodianOral Instructions, all actions, transactions, and conduct occurring as a result of the Oral Instructions, and BNYM’s ability to rely on the Oral Instructions shall not be abridged, abrogated, nullified or adversely impacted in any manner; or and (ivii) upon receipt BNYM’s memorialization of such other form of instructions as the Customer may from time Oral Instructions shall be conclusively presumed to time authorize in writing and which be the Custodian has agreed in writing to accept. controlling Written Instructions in the form of oral communications shall be confirmed by event confirming Written Instructions are never received or are received but fail to confirm the Customer by tested telex or writing Oral Instructions in the manner set forth in clause all material respects. (i) aboveIn the event facts, but circumstances, or conditions exist or events occur, other than due to a breach by BNYM of its Standard of Care, including without limitation situations contemplated by Section 10(e), and BNYM reasonably determines that it must take a course of conduct in response to such situation and must receive an Instruction from the lack Fund to direct its conduct, and BNYM so notifies the Fund, and the Fund fails to furnish adequate Instructions or unreasonably delays furnishing adequate Instructions (“Response Failure”): (i) BNYM will first endeavor to utilize internal resources to determine the appropriate course of such confirmation shall conduct in no way affect any action taken by the Custodian in reliance upon such oral instructions prior response to the Custodian's receipt situation but will be entitled, at the Fund’s sole cost and expense, to consult with legal counsel or other third parties reasonably determined by BNYM to be appropriate to determine the appropriate course of conduct and the Fund will reimburse BNYM for out-of-pocket expenses so incurred upon being invoiced for same; and (ii) BNYM may implement a course of conduct on behalf of the Fund and BNYM will have all rights hereunder with respect to such confirmationcourse of conduct as if such course of conduct was taken pursuant to and contained in Written Instructions. Instructions may relate to specific transactions or to types or classes of transactionsThe Fund will pay BNYM all fees reasonably charged by BNYM, and may be if any, for engaging in the form particular course of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question conduct and that such authorization has not been revoked. The Custodian may act reimburse BNYM for all reasonably related out-of-pocket expenses incurred upon and conclusively rely on, without any liability to the Customer or any other person or entity being invoiced for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovesame.

Instructions. The term First Party and Second Party are to deliver the documents identified on Schedule "A" to EDSL. EDSL is directed to hold the documents identified on Schedule "A" in escrow and deliver them in accordance with the instructions on Schedule "B. GENERAL TERMS AND CONDITIONS These Escrow Instructions are not binding upon EDSL unless and until they have been accepted in writing in the space provided for such purpose below. EDSL is not a party and is not bound by any other agreement which may be evidenced by outside events, or which arises out of these Escrow Instructions" means instructions , except as specifically set forth herein. EDSL looks solely to these Escrow Instructions for its duties and responsibilities. EDSL is to act under these Escrow Instructions as a depositary only and is not responsible for or liable in any manner whatever for the sufficiency, correctness, genuineness, or validity of any instrument deposited with it, or for the form or execution of such instrument, or for the identity, authority, or rights of any person executing or depositing it. ▇▇▇▇ acts as a document holding and disbursing agent only. EDSL shall not be required to file Form 1099's on behalf of the par-ties, and the parties agree to file all required IRS Form 1099's. EDSL shall not be required to take notice of any default or to take any action with respect to such default involving any expense or liability, unless notice in writing of such default is given to it, and unless it is indemnified in a manner satisfactory to it against such expense or liability. EDSL shall be protected in acting upon any written notice, request, waiver, consent, receipt, or other paper or document signed by the proper party or parties. EDSL may seek advice from and employ legal counsel in the Customer in respect event of any lawsuit, dispute, or question as to the construction of any of the Custodianprovisions of these Escrow Instructions, or EDSL's duties hereunder which under these Escrow Instructions. EDSL shall incur no liability and shall be fully protected when it acts in accordance with the opinion and instructions of counsel. The parties hereto agree to reimburse EDSL its reasonable attorneys' fees if counsel is so employed. If there is any disagreement between any of the parties to these Escrow Instructions, or between them or any of them and any other person, that results in adverse claims and demands being made on EDSL in connection with or for any property involved in or affected by these Escrow Instructions, EDSL shall be entitled, at its option, to refuse to comply with any claims or demands on it as long as such disagreement shall continue. In so refusing, EDSL may make no delivery or other disposition of any documents involved in or affected by these Escrow Instructions. EDSL shall not be or become liable in any way or to any person for its failure or refusal to comply with conflicting or adverse demands. EDSL shall be entitled to continue so to refrain from acting and so to refuse to act until (1) the right of adverse claimants shall have been received finally settled by arbitration or adjudicated in a court assuming and having jurisdiction of the Custodian at its address set forth property involved in Section 22 below or affected by these Escrow Instructions, or (i2) all differences shall have been adjusted by agreement, and (3) after such resolution EDSL has been notified in writing (includingsigned by all interested persons. EDSL shall have a right to file suit in the event settlement of any dispute appears to be impossible, without limitationand, facsimile transmission) or by tested telex signed or given by in such event, each party consents to jurisdiction in the Denver District Court, State of Colorado and the parties hereto agree to pay reasonable attorneys' fees and costs incurred. The laws of Colorado shall apply to any questions of interpretation under these Escrow Instructions. These Escrow Instructions may be executed in one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class counterparts, each of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) abovean original, but all of which shall constitute one and the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovesame instrument.

Instructions. (a) The term "Instructions" means Collateral Agent shall: (i) subject to paragraphs (d) and (e) below, exercise or refrain from exercising any right, power, authority or discretion vested in it as Collateral Agent in accordance with any instructions given to it by the Instructing Group and/or any Creditor Representative (or Creditor if the Creditor is not represented by an agent, trustee or nominee)); and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or, if this Deed stipulates the matter is a decision for any other Creditor or group of Creditors, in accordance with instructions given to it by that Creditor or group of Creditors). (b) The Collateral Agent shall be entitled to request instructions, or clarification of any instruction, from the Customer Instructing Group and/or relevant Creditor Representative (or Creditor if the Creditor is not represented by an agent, trustee or nominee)) (or, if this Deed stipulates the matter is a decision for any other Creditor or group of Creditors, from that Creditor or group of Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Collateral Agent may refrain from acting unless and until it receives those instructions or that clarification. Where the Collateral Agent acts or refrains from acting in accordance with such instructions or clarifications it shall have no obligations or liabilities (present, future, actual or contingent, including for negligence and gross negligence) to any other Party under the Debt Documents and no Party may argue to the contrary in any court or similar body of competent jurisdiction and it hereby waives any right that it may have to do so. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Deed and unless a contrary intention appears in this Deed, any instructions given to the Collateral Agent by the Instructing Group shall override any conflicting instructions given by any other Parties and will be binding on all Secured Parties. (d) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Deed; (ii) where this Deed requires the Collateral Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Collateral Agent’s own position in its personal capacity as opposed to its role of Collateral Agent for the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (Secured Parties including, without limitation, facsimile transmissionClauses 13.6 (No duty to account) to Clause 13.11 (Exclusion of liability), Clause 13.14 (Confidentiality) to Clause 13.21 (Custodians and nominees) and Clause 13.24 (Acceptance of title) to Clause 13.27 (Disapplication of Trustee Acts); (iv) in respect of the exercise of the Collateral Agent’s discretion to exercise a right, power or by tested telex signed authority under any of: (A) Clause 8 (Non-Distressed Disposals); (B) Clause 12.1 (Order of application); (C) Clause 12.2 (Prospective liabilities); and (D) Clause 12.5 (Permitted Deductions). (e) In exercising any discretion to exercise a right, power or given by such one or more person or persons authority under the Debt Documents where either: (i) it has not received any instructions as to the Customer shall have from time to time authorized in writing to give the particular class exercise of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or that discretion; or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable exercise of that discretion is subject to the Custodian, or paragraph (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (id)(iv) above, but the lack of such confirmation Collateral Agent shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior do so having regard to the Custodian's receipt interests of such confirmation. Instructions all the Secured Parties. (f) The Collateral Agent may relate to specific transactions refrain from acting in accordance with any instructions of any Creditor or to types or classes group of transactions, and Creditors until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the form Debt Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions. (g) Without prejudice to the provisions of standing instructions. The Custodian shall have Clause 7 (Enforcement of Transaction Security) and the night to assume remainder of this Clause 13.2, in the absence of notice to instructions, the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian Collateral Agent may act upon and conclusively rely on, without any liability to the Customer (or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by refrain from acting) as it considers in its discretion to be furnished by the proper person or persons as provided aboveappropriate.

Instructions. (a) The term "Instructions" means Security Agent shall only: (i) subject to paragraphs (d) and (e) below, act in accordance with any written instruction given to it by the Instructing Group or, if so instructed by the Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled, without further inquiry, to assume that (A) any instructions or direction received by it from the Customer Instructing Group (or, if this Agreement stipulates the matter is a decision for any other Creditor or group of Creditors, from that Creditor or group of Creditors) are duly given in accordance with the terms of the relevant Debt Documents and (B) unless it has received actual written notice of revocation, that those instructions or directions have not been revoked; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Creditor or group of Creditors, in accordance with instructions given to it by that Creditor or group of Creditors). (b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Instructing Group (or, if this Agreement stipulates the matter is a decision for any other Creditor or group of Creditors, from that Creditor or group of Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification in writing. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent in writing by the Instructing Group shall override any conflicting instructions given by any other Parties and will be binding on all Secured Parties. (d) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (Secured Parties including, without limitation, facsimile transmissionClauses 16.5 (No duty to account) to Clause 16.10 (Exclusion of liability), Clause 16.13 (Confidentiality) to Clause 16.19 (Custodians and nominees) and Clause 16.22 (Acceptance of title) to Clause 16.25 (Disapplication of Trustee Acts); (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or by tested telex signed authority under any of: (A) Clause 10 (Non-Distressed Disposals); (B) Clause 14.1 (Order of application); (C) Clause 14.2 (Prospective liabilities); (D) Clause 14.5 (Permitted Deductions); provided that the Security Agent may, if it so chooses, seek directions or given by such one instructions from an Instructing Group, in respect of the discretions conferred on it. (e) In exercising any discretion to exercise a right, power or more person authority under the Debt Documents where either it has not received any written instructions as to the exercise of that discretion or persons as the Customer shall have from time exercise of that discretion is subject to time authorized in writing to give paragraph 16.2(d)(iv) above, then the particular class of Instructions in question and whose name and Security Agent shall: (if applicablei) signature and office address have been filed with the Custodian, or other than where paragraph (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable below applies, do so having regard to the Custodianinterests of all the Secured Parties; or (ii) if (in its opinion) there is a Creditor Conflict in relation to the matter in respect of which the discretion is to be exercised, do so having regard only to the interests of all the Senior Creditors. (f) The Security Agent may refrain from acting in accordance with any instructions of any Creditor or group of Creditors until it has received any indemnification and/or security that it may in its sole discretion require (iii) a telephonic or oral communication by one or more persons as which may be greater in extent than that contained in the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing Debt Documents and which the Custodian has agreed may include payment in writing to accept. Instructions advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause complying with those instructions. (ig) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior Without prejudice to the Custodian's receipt provisions of such confirmation. Instructions may relate to specific transactions or to types or classes Clause 9 (Enforcement of transactionsTransaction Security) and the remainder of this Clause 16.2, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to written instructions, the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian Security Agent may act upon and conclusively rely on, without any liability to the Customer (or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by refrain from acting) as it considers in its discretion to be furnished appropriate. (h) If giving effect to instructions given by an Instructing Group would (in the proper person or persons as provided aboveSecurity Agent’s opinion) have an effect equivalent to an Intercreditor Amendment, the Security Agent shall not be required to act in accordance with those instructions unless consent to it so acting is obtained from each Secured Party whose consent would have been required in respect of that Intercreditor Amendment.

Instructions. The term "“Instructions" ” means instructions from the Customer in respect of any of the Custodian's ’s duties hereunder which have been received by the Custodian at its address set forth in Section 22 below as shall have been furnished by the Custodian to the Customer pursuant to the provisions hereof (i) in writing (including, without limitation, facsimile transmissiontransmission and electronic mail) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction similar communications system acceptable to the Custodian, or (iii) a telephonic or oral communication (promptly confirmed by facsimile or in writing) by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; Custodian or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Notwithstanding the foregoing, no Instructions may be furnished through an electronic or other similar communication system unless expressly agreed to by the Customer and the Custodian. Such use authorization may be subject to such security procedures as the Custodian may reasonably require. Instructions in the form of oral communications shall be confirmed by the Customer as soon as possible by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation or any conflict between such confirmation and the relevant oral Instruction shall in no way affect any action taken by the Custodian in reliance upon such oral instructions Instructions prior to the Custodian's ’s receipt of such confirmation. Instructions in the form of facsimile transmission shall not be deemed received until confirmed by the Custodian in accordance with the provisions for the giving of notices under Section 26 hereof. The Custodian has the right to record any such oral Instructions, and the Customer hereby consents to such recording. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. All authorized persons as of the date of this Agreement are identified and listed in Exhibit E to this Agreement, which list is subject to change from time to time by Customer on written notice to the Custodian. The Custodian shall have the night right to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided above.

Instructions. You are authorized to rely and act upon all further written instructions given or purported to be given by one or more officers, employees or agents of ours (i) authorized by or in accordance with a corporate resolution of ours delivered to you or (ii) described as authorized in a certificate delivered to you by our Secretary or an Assistant Secretary or similar officer of ours (each such officer, employee or agent or combination of officers, employees and agents authorized pursuant to clause (i) or described pursuant to clause (ii) of this paragraph is hereinafter referred to as an "Authorized Officer"). (The term "Instructionsinstructions" means includes, without limitation, instructions from to sell, assign, transfer, deliver, purchase or receive for the Customer Custody Account, any and all stocks, bonds and other securities or to transfer funds in respect the Cash Account.) You may also rely and act upon instructions when bearing or purporting to bear the facsimile signature of any of the Custodian's duties hereunder which individuals designated by an Authorized Officer regardless of by whom or by what means the actual or purported facsimile signature or signatures thereon may have been received by affixed thereto if such facsimile signature or signatures in all respects conforms to the Custodian at its address set forth in Section 22 below (i) in writing (including, without limitation, facsimile transmission) specimen or by tested telex signed or given by such one or more person or persons as the Customer shall have specimens from time to time authorized furnished to you by any of such Authorized Officers, our Secretary or an Assistant Secretary or similar officer of ours. In addition, you may rely and act upon instructions received by telephone, telex, TWX, facsimile transmission, bank wire or other teleprocess or electronic instruction or trade information system acceptable to you which you believe in writing good faith to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed given by an Authorized Officer or which are transmitted with the Custodian, proper testing or (ii) authentication pursuant to terms and conditions which have been you may specify. You may also rely and act upon instructions transmitted electronically through an electronic on-line service and communications system offered by the Custodian your TITAN Data Entry System or other any similar electronic instruction system acceptable to you. You shall incur no liability to us or otherwise as a result of any act or omission by you in accordance with instructions on which you are authorized to rely pursuant to the Custodianprovisions of this paragraph. Any instructions delivered to you by telephone shall promptly thereafter be confirmed in writing by an Authorized Officer, but you shall incur no liability for our failure to send such confirmation in writing, the failure of any such written confirmation to conform to the telephone instructions which you received, the failure of any such written confirmation to be signed or properly signed, or (iii) a telephonic your failure to produce such confirmation at any subsequent time, provided you act in good faith and you have executed such instruction without negligence. You shall incur no liability for refraining from acting upon any instructions which for any reason you, in good faith, are unable to verify to your own satisfaction. With respect to instructions received hereunder to transfer funds from the Cash Account to any other account or oral communication party, we agree to implement any callback or other authentication method or procedure or security device required by one you at any time or more persons as the Customer shall have from time to time authorized time. Unless otherwise expressly provided, all authorizations and instructions shall continue in full force and effect until canceled or superseded by subsequent authorizations or instructions received by your safekeeping account administrator with reasonable opportunity to act thereon. Your authorization to rely and act upon instructions pursuant to this paragraph shall be in addition to, and shall not limit, any other authorization which we may give you regarding our accounts with you. We agree that, if you require test arrangements, authentication methods or procedures or other security devices to be used with respect to instructions which we may give hereunder, thereafter instructions given by us shall be given and processed in accordance with terms and conditions for the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt use of such other form of instructions arrangements, methods or procedures or devices as the Customer you may put into effect and modify from time to time authorize in writing time. We shall safeguard any testkeys, identification codes or other security devices which you make available to us and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications agree that we shall be confirmed responsible for any loss, liability or damage incurred by you or by us as a result of your acting in accordance with instructions from any unauthorized person using the Customer proper security device. You may electronically record any instructions given by tested telex or writing in the manner set forth in clause (i) abovetelephone, but the lack of such confirmation shall in no way affect and any action taken by the Custodian in reliance upon such oral instructions prior other telephone discussions with respect to the Custodian's receipt of such confirmation. Instructions may relate to specific Custody Account or transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized Agreement. If you are instructed by us to purchase or sell securities for the Customer to give the Instructions in question Custody Account you may enter purchase and that such authorization has not been revoked. The Custodian may act upon sale orders and conclusively rely onconfirmations, without and perform any liability other acts incidental or necessary to the Customer performance thereof with brokers or dealers or similar agents selected by you, including any broker or dealer or similar agent affiliated with you, for our account and risk in accordance with accepted industry practices in the relevant market. Except as may be provided otherwise herein, you are authorized to execute our instructions and take other person actions pursuant to this Agreement in accordance with your customary processing practices for customers similar to us and, in accordance with such practices, you may retain agents, including subsidiaries or entity affiliates of yours, to perform certain of such functions. In acting upon instructions to deliver securities against payment, you are authorized, in accordance with customary securities processing practices, to deliver such securities to the purchaser thereof or dealer therefor (including to an agent for any losses resulting therefromsuch purchaser or dealer) against a receipt, any Instructions reasonably believed by it with the expectation of collecting payment from the purchaser, dealer or agent to be furnished by whom the proper person or persons as provided abovesecurities were so delivered before the close of business on the same day.

Instructions. (A) The term "Custodian may, in its absolute discretion and without liability on its part, except for negligence, rely and act upon (and the Client shall be bound by) any Instructions" means instructions from the Customer . Instructions shall continue in respect of full force and effect until canceled or superseded; PROVIDED THAT any of the Custodian's duties hereunder which have been Instruction canceling ------------- or superseding a prior Instruction must be received by the Custodian at its address set forth a time and in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by a manner that accords the Custodian or other electronic instruction system acceptable a reasonable opportunity to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance act upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructionsInstruction. The Custodian shall have be entitled to rely upon the night continued authority of any Authorized Person to assume give Instructions until the Custodian receives notice from the Client to the contrary. (B) Instructions shall be governed by and carried out subject to the prevailing laws, Rules, operating procedures and market practice of any relevant stock exchange, Clearance System or market where or through which they are to be executed or carried out, and shall be acted upon only during banking hours (including applicable cut-off times) and on banking days when the applicable financial markets are open for business. (C) Instructions delivered to the Custodian by telephone or facsimile shall be promptly confirmed in writing, by tested telex, SWIFT, letter, the Custodian's proprietary electronic banking system or as provided in the absence Service Standards, such confirmation shall, where relevant, be made by an Authorized Person. However, the Custodian may, in its absolute discretion, rely and act upon telephone or facsimile Instructions before the written confirmation is received. (D) The Custodian has offered the Client security procedures for the transmission of notice Instructions to the contrary from Custodian (and the Customer Client acknowledges that any person whose name is on file with it has received the same and agrees that the security procedures mutually agreed to by the Client and the Custodian pursuant to are commercially reasonable). As long as the Custodian acts in compliance with such security procedures and this Section has been 5, it shall have no further duty to verify the identity or authority of the person giving or confirming, or the genuineness or contents of, any Instruction. (E) The Custodian is authorized to rely upon any Instructions received by any means, provided that the Customer Custodian and the Client have agreed upon the means of transmission and the method of identification for such Instructions. (F) Instructions are to give be given in the Instructions in question and that such authorization has not been revokedEnglish language. The Custodian may act upon in its reasonable discretion and conclusively rely on, without any liability on its part, act upon what it reasonably believes in good faith such Instructions to the Customer or be; notwithstanding any other person provision hereof, the Custodian shall have the right, in its reasonable discretion to refuse to execute any such Instruction that the Custodian believes in good faith to be unauthorized or entity for any losses resulting therefromerroneous, in which event the Custodian shall notify the Client of such refusal and the reasons therefor without undue delay. (G) The Client agrees to be bound by any Instructions reasonably believed by it the Custodian to be furnished genuine, whether or not authorized, given to the Custodian in the Client's name and accepted by the proper person or persons as provided aboveCustodian without negligence in accordance with the provisions of this Section 5.

Instructions. (a) The term "Instructions" means Agent shall: (i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority, duty, determination, designation, instruction, approval, demand, requirement, appointment, request or discretion vested in it as Agent (including any duty to consult with any other person in relation to any matter vested in it as Agent) in accordance with any instructions given to it by: (A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; (B) in all other cases, the Majority Lenders; (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above; and (iii) be obliged to act (or refrain from acting) on any instructions or directions received in accordance with this Clause 30.2 only to the extent that it, acting reasonably (on its own initiative and not on the instructions of any of the Lenders), considers such instructions or directions to be incidental to the exercise of the express rights, powers, authorities, duties, determinations, designations, instructions, approvals, demands, requirements, appointments, requests and discretions given to it under the Finance Documents. (b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Customer Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion, and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. (c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent. (d) Paragraph (a) above shall not apply: (i) where a contrary indication appears in a Finance Document; (ii) where a Finance Document requires the Agent to act in a specified manner or to take a specified action; or (iii) in respect of any provision that protects the Agent's own position in its personal capacity as opposed to its role of Agent for the Custodianrelevant Finance Parties, including Clause 30.5 (No fiduciary duties) to Clause 30.10 (Exclusion of liability), Clause 30.14 (Confidentiality) to Clause 30.16 (Credit appraisal by the Lenders), and Clause 30.19 (Amounts paid in error). (e) If giving effect to instructions given by the Majority Lenders would (in the Agent's duties hereunder which reasonable opinion) have an effect equivalent to an amendment or waiver referred to in Clause 39 (Amendments and waivers), the Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Agent) whose consent would have been required in respect of that amendment or waiver. (f) The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received by any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Custodian at its address set forth Finance Documents and which may include payment in Section 22 below advance) for any cost, loss or liability which it may incur in complying with those instructions. (ig) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as In the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form absence of instructions (including as to how to exercise a discretion, right, power or authority under the Customer Finance Documents) the Agent may (but need not) act (or refrain from time acting) as it considers to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form best interest of standing instructionsthe Lenders. (h) The Agent is not authorised to act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document. The Custodian This paragraph (h) shall have the night not apply to assume in the absence of notice any legal or arbitration proceeding relating to the contrary from perfection, preservation or protection of rights under the Customer that any person whose name is on file with Transaction Security Documents or enforcement of the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer Transaction Security or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveTransaction Security Documents.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing The Custodian shall be entitled to refrain from taking any action unless it has such instruction (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Proper Instructions) from the Borrower (or the Servicer on the Borrower’s behalf), the Administrative Agent or the Collateral Agent, as applicable, as it reasonably deems necessary, and shall be confirmed by entitled to require, upon notice to the Customer by tested telex Borrower, the Administrative Agent or writing the Collateral Agent, as applicable, that Proper Instructions to it be in writing. In the absence of gross negligence, fraud or willful misconduct of the Custodian, the Custodian shall have no liability for any action (or forbearance from action) taken pursuant to this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Servicer, the Administrative Agent or the Collateral Agent, as applicable, except in the manner set forth case of the Custodian’s own gross negligence, fraud or willful misconduct. (ii) Whenever the Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in clause (i) abovewriting, but the lack in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of such confirmation shall in no way affect this Agreement; and whenever any action taken report or other information is required to be produced or distributed by the Custodian it shall be in reliance upon such oral instructions prior form, content and medium reasonably acceptable to it and the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactionsBorrower, and may otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Custodian may, so long as no Event of Default has occurred and is continuing, request instructions from the Servicer and may, after the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be in entitled at all times to refrain from taking any action unless it has received instructions from the form of standing instructionsServicer or the Administrative Agent, as applicable. The Custodian shall in all events have the night no liability, risk or cost for any action taken pursuant to assume and in the absence of notice to the contrary from the Customer that any person whose name is on file compliance with the Custodian pursuant to this Section has been authorized by instruction of the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveAdministrative Agent.

Instructions. (A) The term Bank is authorized to rely and act upon instructions ("Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i") in writing which are signed by persons (including"Authorized Persons") named in a list provided to the Bank from time to time, without limitationwhich list must be certified by the Fund's Secretary or Assistant Secretary and include authenticated specimen signatures of all Authorized Persons. (B) The Fund agrees that the Bank is authorized to rely and act upon such Instructions in accordance with this Section 10 and the Funds Transfer Procedures attached hereto and incorporated herein by reference (including each Schedule A) to this Agreement and to debit or credit the applicable account(s) of the Fund accordingly and that such Funds Transfer Procedures and method(s) of transmission are commercially reasonable. (C) The Bank shall be entitled to rely upon the continued authority of any Authorized Person to give Instructions until the Bank receives notice from the Fund to the contrary; and the Bank shall be entitled to rely upon any Instructions it believes in good faith to have been given by an Authorized Person. (D) The Bank is further authorized to rely upon any Instructions received by any other means and identified as having been given or authorized by any Authorized Person, facsimile transmission) or by tested telex signed regardless of whether such Instructions shall in fact have been authorized or given by any of such one or more person or persons as Authorized Persons, provided that the Customer Bank and the Fund shall have agreed upon the means of transmission and the method of identification for such Instructions. Instructions received by any other means shall include but not be limited to verbal Instructions only in connection with delivery against payment or receipt against payment transactions and transfer from time one account with the Bank to time authorized another with the Bank and provided that such verbal Instructions are promptly confirmed in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to Fund. Notwithstanding the Custodianforegoing, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be event any such verbal Instructions are not subsequently confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) abovewriting, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided above, the Fund agrees to hold the Bank harmless and without liability for any claims or losses in connection with such verbal Instructions.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing The Document Custodian shall be entitled to refrain from taking any action unless it has such instruction (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Proper Instructions) from the Borrower (or the Servicer on the Borrower’s behalf), the Administrative Agent or the Collateral Agent, as applicable, as it reasonably deems necessary, and shall be confirmed entitled to require, upon notice to the Borrower, the Administrative Agent or the Collateral Agent, as applicable, that Proper Instructions to it be in writing. In the absence of gross negligence, fraud, bad faith or willful misconduct of the Document Custodian, the Document Custodian shall have no liability for any action (or forbearance from action) taken pursuant to this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Servicer, the Administrative Agent or the Collateral Agent, as applicable, except in the case of the Document Custodian’s own gross negligence, fraud or willful misconduct. (ii) Whenever the Document Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Customer by tested telex Document Custodian it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. USActive 60140401.11 (iii) In case any reasonable question arises as to its duties hereunder, the Document Custodian may, so long as no Event of Default has occurred and is continuing, request instructions from the Servicer and may, after the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or writing in the manner set forth in clause (i) aboveAdministrative Agent, but the lack of such confirmation as applicable. The Document Custodian shall in all events have no way affect liability, risk or cost for any action taken by the Custodian pursuant to and in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file compliance with the Custodian pursuant to this Section has been authorized by instruction of the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveAdministrative Agent.

Instructions. The term "Instructions" means instructions A. In the event Escrow Holder receives from Purchaser a certification in the Customer form attached hereto as Schedule 1, then Escrow Holder is authorized and directed to return to Purchaser, within one (1) business day thereafter, the ▇▇▇▇▇▇▇ Money, together with all interest earned thereon. B. Except as set forth in respect Paragraph IV.A. above, the Escrow Holder is instructed to hold and invest the ▇▇▇▇▇▇▇ Money, together with all interest earned thereon, until the Escrow Holder is in receipt of (i) a joint written direction from Seller (or Seller’s Counsel) and Purchaser (or Purchaser’s Counsel) or (ii) an order, judgment or decree addressed to Escrow Holder which shall have been entered or issued by any court and which shall determine the disposition of the ▇▇▇▇▇▇▇ Money and all interest earned thereon. C. Any party delivering a notice required or permitted hereunder shall simultaneously deliver copies of such notice to all parties listed in Section I of this ▇▇▇▇▇▇▇ Money Escrow Agreement. All notices required herein shall be either personally delivered, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier and shall, in all instances, be deemed to have been received upon delivery thereof. D. Except as otherwise expressly set forth in this ▇▇▇▇▇▇▇ Money Escrow Agreement, Escrow Holder shall disregard any and all notices or warnings given by any of the Custodian's duties hereunder parties hereto. E. In case Escrow Holder obeys or complies with any order, judgment or decree of any court with respect to the ▇▇▇▇▇▇▇ Money, Escrow Holder shall not be liable to any of the parties hereto or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree be entered without jurisdiction or be subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this ▇▇▇▇▇▇▇ Money Escrow Agreement to which Escrow Holder is or may be at any time a party, Seller and Purchaser shall each be liable for one-half of all such costs, fees and expenses incurred or sustained by Escrow Holder and shall forthwith pay the same to Escrow Holder upon demand; provided, however, that in the event Escrow Holder is made a party to any suit or proceeding between Seller and Purchaser, the prevailing party in such suit or proceeding shall have been received by no liability for the Custodian at its address set forth in Section 22 below payment of Escrow Holder’s costs, fees and expenses. F. Escrow Holder is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes o, this ▇▇▇▇▇▇▇ Money Escrow Agreement. G. In no case shall the above mentioned deposits be surrendered except (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized manner specifically described in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or this ▇▇▇▇▇▇▇ Money Escrow Agreement; (ii) which have been transmitted electronically through on an electronic on-line service and communications system offered order signed by the Custodian Seller (or other electronic instruction system acceptable to the Custodian, Seller’s Counsel) and Purchaser (or Purchaser’s Counsel); or (iii) in obedience to the process of order of a telephonic or oral communication by one or more persons court as the Customer shall have from time to time authorized to give the particular class aforesaid. H. All fees of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Escrow Holder shall be confirmed charged one-half to Seller and one-half to Purchaser. I. Except as to deposits of funds for which Escrow Holder has received express written direction from Purchaser (or Purchaser’s Counsel) concerning investment or other handling, the parties hereto agree that the Escrow Holder shall be under no duty to invest or reinvest any deposits at any time held by the Customer by tested telex it hereunder; and, further, that Escrow Holder may commingle such deposits with other deposits or writing with its own funds in the manner set forth provided for the administration of funds under Section 2-8 of the Illinois Corporate Fiduciary Act 205 ILCS 620/2-8 and may use any part or all such funds for its own benefit without obligation to any party for interest or earnings derived thereby, if any, provided, however, nothing herein shall diminish Escrow Holder’s obligation to apply the fully amount of the deposits in clause (i) aboveaccordance with the terms of this ▇▇▇▇▇▇▇ Money Escrow Agreement. J. Any order, but judgment or decree requiring the lack of such confirmation Escrow Holder to disburse the ▇▇▇▇▇▇▇ Money shall in no way affect any action taken by the Custodian in reliance not be binding upon such oral instructions prior Purchaser or Seller as to the Custodian's receipt ultimate disposition of such confirmation. Instructions may relate to specific transactions the ▇▇▇▇▇▇▇ Money unless and until a final, non-appealable order, judgment or to types or classes of transactions, decree is entered by a court having jurisdiction thereof. K. This ▇▇▇▇▇▇▇ Money Escrow Agreement and may all provisions hereof shall be in the form of standing instructions. The Custodian binding upon and shall have the night to assume in the absence of notice inure to the contrary from benefit of the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question parties hereto and that such authorization has not been revoked. The Custodian may act upon their respective legal representatives, successors and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovepermitted assigns.

Instructions. (a) The term "Instructions" means Common Security Agent shall: (i) subject to paragraphs (d) and (e) below, exercise or refrain from exercising any right, duty, determination, instruction, approval, demand, requirements, apportionment, request or power, authority or discretion (including any obligation to make calculations) vested in it as Common Security Agent in accordance with any instructions given to it by the Instructing Group (or, if this AMERICAS 120207225 Agreement stipulates the matter is a decision for any other Creditor or group of Creditors, from that Creditor or group of Creditors); and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Creditor or group of Creditors, in accordance with instructions given to it by that Creditor or group of Creditors) and shall be entitled to assume that any instructions received by it from a Creditor or group of Creditors are duly given in accordance with the terms of the Debt Documents. (b) The Common Security Agent shall be entitled to request direction or instructions, or clarification of any instruction, from the Customer Instructing Group (or, if this Agreement stipulates the matter is a decision for any other Creditor or group of Creditors, from that Creditor or group of Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Common Security Agent may refrain from acting unless and until it receives those instructions or that clarification. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Common Security Agent by the Instructing Group (or, if this Agreement stipulates the matter is a decision for any other Creditor or group of Creditors, from that Creditor or group of Creditors) shall override any conflicting instructions given by any other Parties and will be binding on all Secured Parties. (d) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Common Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Common Security Agent’s own position in its personal capacity as opposed to its role of Common Security Agent for the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (Secured Parties including, without limitation, facsimile transmissionClause 26.8 (No Duty to Account) to Clause 26.13 (Exclusion of Liability), Clause 26.16 (Confidentiality) to Clause 26.22 (Custodians and Nominees) and Clause 26.25 (Acceptance of Title) to Clause 26.28 (Disapplication of Trustee Acts); (iv) in respect of the exercise of the Common Security Agent’s discretion to exercise a right, power or by tested telex signed or authority under any of: (A) Clause 19 (Non-Distressed Disposals); (B) Clause 23.1 (Order of Application: Common Recoveries); (C) Clause 23.4 (Prospective Liabilities); (D) Clause 23.5 (Treatment of Super Senior Facility Cash Cover, Super Senior Lender Cash Collateral, Pari Passu Facility Cash Cover and Pari Passu Lender Cash Collateral); and (E) Clause 23.8 (Permitted Deductions). (e) If giving effect to instructions given by such one the Instructing Group (or, if this Agreement stipulates the matter is a decision for any other Creditor or more person group of Creditors, from AMERICAS 120207225 that Creditor or persons as group of Creditors) would (in the Customer Common Security Agent’s opinion) have an effect equivalent to an Intercreditor Amendment, the Common Security Agent shall have not act in accordance with those instructions unless consent to it so acting is obtained from time to time authorized in writing to give each Party (other than the particular class of Instructions in question and Common Security Agent) whose name and (if applicable) signature and office address consent would have been filed with required in respect of that Intercreditor Amendment. (f) In exercising any discretion to exercise a right, power or authority under the Custodian, or Debt Documents where either: (i) it has not received any instructions as to the exercise of that discretion; or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable exercise of that discretion is subject to the Custodian, or paragraph (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (id)(iv) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior Common Security Agent may: (A) other than where paragraph (B) or (C) below applies, do so having regard to the Custodian's receipt interests of such confirmation. Instructions all the Secured Parties; (B) if (in its opinion) there is a Creditor Conflict in relation to the matter in respect of which the discretion is to be exercised, do so having regard only to the interests of all the Super Senior Creditors and the Pari Passu Creditors; and (C) if (in its opinion) there is a Senior Subordinated Creditor Conflict in relation to the matter in respect of which the discretion is to be exercised, do so having regard only to the interests of all the Priority Creditors. (g) The Common Security Agent may relate to specific transactions refrain from acting in accordance with any instructions of any Creditor or to types or classes group of transactions, and Creditors until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the form Debt Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions. (h) Without prejudice to the provisions of standing instructions. The Custodian shall have Clause 17 (Enforcement of Transaction Security) and the night to assume remainder of this Clause 26, in the absence of notice to instructions, the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian Common Security Agent may act upon and conclusively rely on, without any liability to the Customer (or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by refrain from acting) as it considers in its discretion to be furnished by the proper person or persons as provided aboveappropriate.

Instructions. The (a) JNAM shall be deemed to have received Instructions (as that term "Instructions" means is used herein) upon receipt of written instructions from the Customer in respect of any of the Custodian's duties hereunder (including receipt by facsimile), which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (includingmay be continuing instructions, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer Managers shall have from time to time authorized to give the particular class of Instructions in question question. Different persons may be authorized to give Instructions for different purposes, and whose name has been filed with Instructions may be general or specific in terms. A certified copy of a bylaw, resolution or action of the Custodian; or (iv) upon Managers of the Strategic Income Fund may be received and accepted by JNAM as conclusive evidence of the authority of any such persons to act and may be considered to be in full force and effect until receipt of written notice (or oral notice followed by written confirmation within seven days) to the contrary. (b) One or more designated persons may be authorized to issue oral (such other form term as used herein including, without limitation, telephoned) instructions, specifying the type or types of instructions as that may be so issued, in which case the Customer may from time Strategic Income Fund shall deliver to time authorize in writing and which JNAM resolutions of the Custodian has agreed Managers to such effect. Such oral instructions shall promptly be confirmed in writing to acceptJNAM. Such instructions when given in accordance with the provisions hereof and with such resolutions shall be deemed Instructions hereunder. In the case of conflict between oral Instructions given by a person designated in the form resolution of the Managers referred to in the first sentence of this subparagraph (b) and any written Instructions, the Instructions most recently received by JNAM shall prevail following such receipt, and in case of conflict between oral Instructions given by a person designated in such resolution and any written confirmation or purported confirmation of oral communications Instructions, such written confirmation or purported confirmation shall be confirmed prevail following receipt thereof by the Customer JNAM; provided that any transaction initiated by tested telex or writing in the manner set forth in clause (i) aboveJNAM pursuant to such oral Instructions, may, but the lack need not, be completed by JNAM notwithstanding JNAM’s receipt of conflicting subsequent Instructions hereunder or written confirmation or purported confirmation of oral Instructions hereunder subsequent to JNAM’s initiation of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovetransaction.

Instructions. (a) The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below Administrative Agent shall: (i) exercise or refrain from exercising any right, power, authority or discretion vested in writing it as Administrative Agent (including, without limitation, facsimile transmissionmake any designation, determination, judgment, specification or demand, approve an evidence or the form of a document, serve a notice, grant an approval or a consent or refrain from taking any such action), upon receipt of and in accordance with any instructions given to it by (unless otherwise expressly provided for in the Note Documents): (A) or by tested telex signed or given by such one or more person or persons as all Noteholders if the Customer shall have from time to time authorized relevant Note Document expressly stipulates the matter is an all Noteholder decision; and (B) in writing to give all other cases, the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or Majority Noteholders; and (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian not be liable for any act (or other electronic instruction system acceptable to the Custodian, omission) if it acts (or refrains from acting) (iiiA) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed accordance with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above (or, if this Note stipulates the matter is a decision for any Noteholder or group of Noteholders, in accordance with instructions given to it by that Noteholder or group of Noteholders) and (B) in its capacity as Administrative Agent under the Note Documents (other than by reason of the Administrative Agent’s gross negligence or willful misconduct). For the avoidance of doubt, without limiting any rights, protections, immunities or indemnities afforded to the Administrative Agent hereunder (including without limitation this Section 12), phrases such as “satisfactory to the Administrative Agent,” “approved by the Administrative Agent,” “acceptable to the Administrative Agent,” “as determined by the Administrative Agent,” “designed by the Administrative Agent”, “specified by the Administrative Agent”, “in the Administrative Agent’s discretion,” “selected by the Administrative Agent,” “elected by the Administrative Agent,” “requested by the Administrative Agent,” “in the opinion of the Administrative Agent,” and phrases of similar import that authorize or permit the Administrative Agent to approve, disapprove, determine, act, evaluate or decline to act in its discretion shall be subject to the Administrative Agent receiving a direction from the Majority Noteholders (or, if the relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, from that Noteholder or group of Noteholders). (b) Any instructions given by the Majority Noteholders (or, if the relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, from that Noteholder or group of Noteholders), shall be in writing and any instructions by the Majority Noteholders on matters which do not require the consent or instructions of all the Noteholders as specified in this Note shall be binding on all the Noteholders. (c) The Administrative Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Noteholders (or, if the relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, from that Noteholder or group of Noteholders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Administrative Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. The Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, and shall be fully justified in failing or refusing to take any action under this Note or any other Note Document unless it shall first (x) receive in writing direction from the Majority Noteholders (or, if the relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, from that Noteholder or group of Noteholders) and (y) be indemnified and provided with adequate security to its sole satisfaction by such Noteholders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such directed action. (d) Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Note Document and unless otherwise expressly provided for in a Note Document, any instructions given to the Administrative Agent by the Majority Noteholders shall override any conflicting instructions given by any other Party and will be binding on all Finance Parties. (e) Without prejudice to clause (a)(ii) above, but clause (a)(i) above shall not apply in respect of any provision which protects the lack Administrative Agent’s own position in its personal capacity as opposed to its role of such confirmation shall Administrative Agent for the relevant Finance Parties. (f) The Administrative Agent may refrain from acting in no way affect accordance with any action taken by instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Custodian Note Documents and which may include payment in reliance upon such oral instructions prior advance) for any cost, loss or liability which it may reasonably incur in complying with those instructions. (g) Without prejudice to the Custodian's receipt remainder of such confirmation. Instructions may relate to specific transactions or to types or classes of transactionsthis Section 12.2, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice instructions, the Administrative Agent shall not be obliged to the contrary take any action (or refrain from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has taking action) even if it considers acting or not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it acting to be furnished by in the proper person or persons as provided abovebest interests of the Noteholders.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing The Document Custodian shall be entitled to refrain from taking any action unless it has such instruction (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf), the Administrative Agent or the Collateral Agent, as applicable, as it reasonably deems necessary, and shall be confirmed entitled to require, upon notice to the Borrower, the Administrative Agent or the Collateral Agent, as applicable, that Proper Instructions to it be in writing. In the absence of gross negligence, fraud or willful misconduct of the Document Custodian, the Document Custodian shall have no liability for any action (or forbearance from action) taken pursuant to this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Administrative Agent or the Collateral Agent, as applicable, except in the case of the Document Custodian’s own gross negligence, fraud or willful misconduct. (ii) Whenever the Document Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Customer by tested telex Document Custodian it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Document Custodian may, so long as no Event of Default has occurred and is continuing, request instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Collateral Manager or writing in the manner set forth in clause (i) aboveAdministrative Agent, but the lack of such confirmation as applicable. The Document Custodian shall in all events have no way affect liability, risk or cost for any action taken by the Custodian pursuant to and in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file compliance with the Custodian pursuant to this Section has been authorized by instruction of the Customer to give the Instructions in question and that such authorization has not been revokedAdministrative Agent. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided above.USActive 59109857.1659109857.18

Instructions. The term "(a) In an emergency (at the Agent’s discretion), Instructions may be given by telephone, but any such Instructions must be confirmed in writing by 5pm London time on the following Business Day. For the avoidance of doubt, it is noted that all oral Instructions shall be given at the Issuer’s sole risk, and the Agent shall not be held liable for the consequences arising as a result of it misunderstanding any telephone Instructions accepted and acted on in good faith whether or not they are confirmed in writing. (b) To ensure that the Agent carries out Instructions accurately, to help the Agent to continually improve its services and in the interests of security, the Agent may monitor and/or record telephone conversations between the Agent and the other parties. All recordings are the Agent’s sole property and may be used in evidence. (c) Subject to such security arrangements as may be agreed in writing between the Agent and the Issuer or the Note Trustee (as the case may be), Instructions may be given by facsimile at the Issuer’s sole risk, and the Agent shall not be held liable for the consequences arising as a result of acting in good faith in accordance with such Instructions" means instructions from , where it appears to the Customer Agent that they have been made with the full authority of the Issuer or the Note Trustee (as the case may be). (d) Notwithstanding anything in this Agreement, the Agent may, without any liability on its part: (i) act on what the Agent reasonably believes such Instructions to mean; (ii) decline to act on Instructions where to do so would, in the reasonable opinion of the Agent, involve the Agent in acting contrary to any FCA Rules or other legal duty of the Agent, provided that in any case where the Agent declines to act on Instructions, the Agent will notify the Issuer or the Note Trustee (as the case may be) of such decision as soon as reasonably practicable provided that to do so would not be a breach of statutory or regulatory requirements or any binding confidentiality agreements; (iii) in its absolute discretion (but with no duty to do so), decline to act on Instructions where such Instructions are not of the nature or in the form customarily used by the Issuer or the Note Trustee (as the case may be) and are not in writing, are incomplete, unclear, ambiguous and/or in conflict with other Instructions received by the Agent or are believed by the Agent on reasonable grounds to have been inaccurately transmitted or not to be genuine, provided that in any case where the Agent declines to act on Instructions, the Agent will notify the Issuer or the Note Trustee (as the case may be) of such decision as soon as reasonably practicable provided that to do so would not be a breach of statutory or regulatory requirements or any binding confidentiality agreements; (iv) in its absolute discretion, decline to act on Instructions where to do so would result in an unauthorised overdraft on any cash or bank account maintained by an Agent for the Issuer, provided that in any case where the Agent declines to act on Instructions, the Agent will notify the Issuer or the Note Trustee (as the case may be) of such decision as soon as reasonably practicable provided that to do so would not be a breach of statutory or regulatory requirements or any binding confidentiality agreements; or (v) decline to act on Instructions to issue or conduct court or other legal proceedings on behalf of the Issuer or in respect of any Collateral, in the case of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the CustodianSecured Notes, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the CustodianUnsecured Collateral, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form case of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveUnsecured Notes.

Instructions. (a) The term "Instructions" means instructions from Principal shall appoint individuals as Authorised Officers who are authorised to give Instructions or notifications on its behalf hereunder. (b) The Principal confirms that it has appointed [NA] as a Manager whose address for the Customer purpose hereof is: [ NA ] As agent of the Principal and further confirms that such Manager may appoint individuals as Authorised Officers who may act in all matters relating to and on behalf of the Principal in connection with or as specified in this Agreement and authorised CRDB to honour and comply with all Instructions and notifications related thereto save for the purposes of Clauses 8, 13, 16 and 17. 7.2 Officers of the Principal and any Manager, appointed in accordance with Clause 7.1, shall have their names and specimen signatures furnished to CRDB by a form of mandate acceptable to CRDB. CRDB shall be entitled to rely on the actual or purported signature of any Authorised Officer so appointed until (notwithstanding Clause 15) it actually receives notice signed or purporting to be signed in accordance with such mandate of the Principal or the Manager (as the case may be) that such Authorised Officer is no longer so authorised but may, in respect of any document executed or purportedly executed by such Authorised Officer prior to receipt of such notice, at in all respects as if such notice had not been received. Any additions to the lists of Authorised Officers shall be confirmed in writing and in accordance with such mandate by existing Authorised Officers of the Custodian's duties hereunder which have Principal or the Manager, as the case may be. 7.3 CRDB shall be entitled to accept any Instructions or notifications given or signed or purporting to be given or signed by any Authorised Officer(s) of the Principal or the Manager, as the case may be, as having been received duly given by the Custodian at its address set forth Principal except as provided in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or Clause 7.1(b). References herein to Instructions being given by such the Principal shall be construed accordingly. 7.4 The Principal undertakes not to stop, countermand, restrain or seek to restrain or otherwise interfere with any arrangements, instructions or authority under which CRDB either generally or in respect of one or more person specific transactions, is bound to receive a payment for Securities or persons as has otherwise entered into a commitment regarding Securities or cash. (a) Where the Customer shall have from time to time authorized in writing to give the particular class of Principal gives Instructions or purported Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodianwriting, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable CRDB shall only be obliged to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) take action upon actual receipt of such Instructions. (b) Where CRDB receives Instructions or purported Instructions, pursuant to this Agreement, by telephone, telex, facsimile equipment, SWIFT or any other form of instructions as electronic means, CRDB shall be entitled to rely on such Instructions actual or otherwise provided the Customer may from time Person giving such Instruction is or purports to time authorize in writing and which the Custodian has agreed in writing to accept. be Authorised Officer. (c) Instructions in the form of oral communications given by telephone or facsimile equipment shall be confirmed by the Customer by tested telex in writing as soon as possible. CRDB shall, however, be entitled t act on such Instructions whether or writing in the manner set forth in clause (i) above, but the lack of not such confirmation is received. CRDB shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior not be liable to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactionsPrincipal for, and may be in the form of standing instructions. The Custodian Principal shall have the night to assume in the absence of notice indemnify CRDB against, any loss caused to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer Principal or any other person Person by its taking or entity refraining from taking any action pursuant hereto pending receipt of written confirmation of Instructions as set out above or by any irregularity, delay, mistake, telegraphic error, omission or misinterpretation that may arise. (d) Where the Principal requests CRDB to issue a telegraphic key (the “Key”) to the Principal or the Manager for any losses resulting therefromthe authentication of Instructions, any Instructions reasonably believed by then the Principal confirms that it to will be furnished responsible for the safekeeping of the Key (whether held by the proper Principal or the Manager) and that adequate precautions will be taken to protect the Key from loss or its terms known to any person or persons as provided abovenot directly concerned with its use.

Instructions. The term First Party and Second Party are to deliver the documents identified on Schedule "A" to EDSL. EDSL is directed to hold the documents identified on Schedule "A" in escrow and deliver them in accordance with the instructions on Schedule "B. GENERAL TERMS AND CONDITIONS These Escrow Instructions are not binding upon EDSL unless and until they have been accepted in writing in the space provided for such purpose below. EDSL is not a party and is not bound by any other agreement which may be evidenced by outside events, or which arises out of these Escrow Instructions" means instructions , except as specifically set forth herein. EDSL looks solely to these Escrow Instructions for its duties and responsibilities. EDSL is to act under these Escrow Instructions as a depositary only and is not responsible for or liable in any manner whatever for the sufficiency, correctness, genuineness, or validity of any instrument deposited with it, or for the form or execution of such instrument, or for the identity, authority, or rights of any person executing or depositing it. ▇▇▇▇ acts as a document holding and disbursing agent only. EDSL shall not be required to file Form 1099's on behalf of the par-ties, and the parties agree to file all required IRS Form 1099's. EDSL shall not be required to take notice of any default or to take any action with respect to such default involving any expense or liability, unless notice in writing of such default is given to it, and unless it is indemnified in a manner satisfactory to it against such expense or liability. EDSL shall be protected in acting upon any written notice, request, waiver, consent, receipt, or other paper or document signed by the proper party or parties. EDSL may seek advice from and employ legal counsel in the Customer in respect event of any lawsuit, dispute, or question as to the construction of any of the Custodianprovisions of these Escrow Instructions, or EDSL's duties hereunder which under these Escrow Instructions. EDSL shall incur no liability and shall be fully protected when it acts in accordance with the opinion and instructions of counsel. The parties hereto agree to reimburse EDSL its reasonable attorneys' fees if counsel is so employed. If there is any disagreement between any of the parties to these Escrow Instructions, or between them or any of them and any other person, that results in adverse claims and demands being made on EDSL in connection with or for any property involved in or affected by these Escrow Instructions, EDSL shall be entitled, at its option, to refuse to comply with any claims or demands on it as long as such disagreement shall continue. In so refusing, EDSL may make no delivery or other disposition of any documents involved in or affected by these Escrow Instructions. EDSL shall not be or become liable in any way or to any person for its failure or refusal to comply with conflicting or adverse demands. EDSL shall be entitled to continue so to refrain from acting and so to refuse to act until (1) the right of adverse claimants shall have been received finally settled by arbitration or adjudicated in a court assuming and having jurisdiction of the Custodian at its address set forth property involved in Section 22 below or affected by these Escrow Instructions, or (i2) all differences shall have been adjusted by agreement, and (3) after such resolution EDSL has been notified in writing (includingsigned by all interested persons. EDSL shall have a right to file suit in the event settlement of any dispute appears to be impossible, without limitationand, facsimile transmission) or by tested telex signed or given by in such event, each party consents to jurisdic- tion in the Denver District Court, State of Colorado and the parties hereto agree to pay reasonable attorneys' fees and costs incurred. The laws of Colorado shall apply to any questions of interpretation under these Escrow Instructions. These Escrow Instructions may be execute , d in one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class counterparts, each of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) abovean original, but all of which shall constitute one and the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovesame instrument.

Instructions. The term "Instructions" means instructions from A. In addition to and not by way of limiting FNBC's authority or the Customer in respect of any authority of the Custodian's duties hereunder which have been Sub-Agent or any other person acting on its behalf to act on receipt of and in accordance with written instructions, the Issuer hereby authorizes FNBC and any person acting on its behalf, to act in accordance with Issuance Instructions received by FNBC or such person from an Issuer Agent or the Custodian Dealer, as provided in the following Sections 4.B. and 4.C. B. The Issuer or the Dealer may initiate Issuance Instructions electronically if it enters into a nonexclusive, nontransferable license agreement in a form specified by FNBC to use certain software products and associated printed documentation pursuant to a separate license agreement. FNBC shall be entitled to rely on the Issuance Instructions received electronically hereunder and, in the absence of actual knowledge to the contrary, may assume that all such Issuance Instructions were transmitted by the Issuer or on the Issuer's behalf, regardless of by whom they were actually transmitted. C. Telephonic Issuance Instructions shall be given to FNBC by an Issuer Agent or the Dealer at its address set forth in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or the telephone number specified by tested telex signed or given by such one or more person or persons as the Customer shall have FNBC from time to time authorized in writing for such purpose, and shall be expressed to give be for the particular class attention of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, any of FNBC's or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian FCTC's officers or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and employees whose name has been filed with specified for such purpose by FNBC to the Custodian; Issuer. Telephonic Issuance Instructions to FNBC by an Issuer Agent or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Dealer shall be confirmed in writing by an Issuer Agent or the Customer Dealer within 24 hours of the time such instruction is received by tested telex FNBC or writing on its behalf; provided that, in the manner set forth in clause (i) aboveevent a discrepancy exists between the Telephonic Issuance Instructions and the subsequent written confirmation, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice receiving a written confirmation prior to the contrary from time specified in Sections 2.B. above, the Customer that Telephonic Issuance Instructions shall be deemed the proper and controlling Issuance Instructions and FNBC shall incur no liability for acting in accordance with any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Telephonic Issuance Instructions reasonably believed by it in good faith to be furnished have been given by the proper person or persons as provided above.an Issuer Agent or

Instructions. (a) The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below Administrative Agent shall: (i) exercise or refrain from exercising any right, power, authority or discretion vested in writing it as Administrative Agent (including, without limitation, facsimile transmissionmake any designation, determination, judgment, specification or demand, approve an evidence or the form of a document, serve a notice, grant an approval or a consent or refrain from taking any such action), upon receipt of and in accordance with any instructions given to it by (unless otherwise expressly provided for in the Note Documents): (A) or by tested telex signed or given by such one or more person or persons as all Noteholders if the Customer shall have from time to time authorized relevant Note Document expressly stipulates the matter is an all Noteholder decision; and (B) in writing to give all other cases, the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or Majority Noteholders; and (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian not be liable for any act (or other electronic instruction system acceptable to the Custodian, omission) if it acts (or refrains from acting) (iiiA) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed accordance with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above (or, if this Note stipulates the matter is a decision for any Noteholder or group of Noteholders, in accordance with instructions given to it by that Noteholder or group of Noteholders) and (B) in its capacity as Administrative Agent under the Note Documents (other than by reason of the Administrative Agent’s gross negligence or willful misconduct). For the avoidance of doubt, without limiting any rights, protections, immunities or indemnities afforded to the Administrative Agent hereunder (including without limitation this Section 13), phrases such as “satisfactory to the Administrative Agent,” “approved by the Administrative Agent,” “acceptable to the Administrative Agent,” “as determined by the Administrative Agent,” “designed by the Administrative Agent”, “specified by the Administrative Agent”, “in the Administrative Agent’s discretion,” “selected by the Administrative Agent,” “elected by the Administrative Agent,” “requested by the Administrative Agent,” “in the opinion of the Administrative Agent,” and phrases of similar import that authorize or permit the Administrative Agent to approve, disapprove, determine, act, evaluate or decline to act in its discretion shall be subject to the Administrative Agent receiving a direction from the Majority Noteholders (or, if the relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, from that Noteholder or group of Noteholders). (b) Any instructions given by the Majority Noteholders (or, if the relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, from that Noteholder or group of Noteholders), shall be in writing and any instructions by the Majority Noteholders on matters which do not require the consent or instructions of all the Noteholders as specified in this Note shall be binding on all the Noteholders. (c) The Administrative Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Noteholders (or, if the relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, from that Noteholder or group of Noteholders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Administrative Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. The Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, and shall be fully justified in failing or refusing to take any action under this Note or any other Note Document unless it shall first (x) receive in writing direction from the Majority Noteholders (or, if the relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, from that Noteholder or group of Noteholders) and (y) be indemnified and provided with adequate security to its sole satisfaction by such Noteholders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such directed action. (d) Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Note Document and unless otherwise expressly provided for in a Note Document, any instructions given to the Administrative Agent by the Majority Noteholders shall override any conflicting instructions given by any other Party and will be binding on all Finance Parties. (e) Without prejudice to clause (a)(ii) above, but clause (a)(i) above shall not apply in respect of any provision which protects the lack Administrative Agent’s own position in its personal capacity as opposed to its role of such confirmation shall Administrative Agent for the relevant Finance Parties. (f) The Administrative Agent may refrain from acting in no way affect accordance with any action taken by instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Custodian Note Documents and which may include payment in reliance upon such oral instructions prior advance) for any cost, loss or liability which it may reasonably incur in complying with those instructions. (g) Without prejudice to the Custodian's receipt remainder of such confirmation. Instructions may relate to specific transactions or to types or classes of transactionsthis Section 13.2, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice instructions, the Administrative Agent shall not be obliged to the contrary take any action (or refrain from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has taking action) even if it considers acting or not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it acting to be furnished by in the proper person or persons as provided abovebest interests of the Noteholders.

Instructions. A. The term "Instructions" means instructions Escrow Holder is instructed to hold and invest the ▇▇▇▇▇▇▇ Money, together with all interest earned thereon, until the Escrow Holder is in receipt of (i) a joint written direction from Seller (or Seller’s Counsel) and Purchaser (or Purchaser’s Counsel) or (ii) an order, judgment or decree addressed to Escrow Holder which shall have been entered or issued by any court and which shall determine the Customer disposition of the ▇▇▇▇▇▇▇ Money and all interest earned thereon. B. Any party delivering a notice required or permitted hereunder shall simultaneously deliver copies of such notice to all parties listed in respect Section I of this ▇▇▇▇▇▇▇ Money Escrow Agreement. All notices required herein shall be either personally delivered, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier and shall, in all instances, be deemed to have been received upon delivery thereof. C. Except as otherwise expressly set forth in this ▇▇▇▇▇▇▇ Money Escrow Agreement, Escrow Holder shall disregard any and all notices or warnings given by any of the Custodian's duties hereunder parties hereto. D. In case Escrow Holder obeys or complies with any order, judgment or decree of any court with respect to the ▇▇▇▇▇▇▇ Money, Escrow Holder shall not be liable to any of the parties hereto or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree be entered without jurisdiction or be subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this ▇▇▇▇▇▇▇ Money Escrow Agreement to which Escrow Holder is or may be at any time a party, Seller and Purchaser shall each be liable for one-half of all such costs, fees and expenses incurred or sustained by Escrow Holder and shall forthwith pay the same to Escrow Holder upon demand; provided, however, that in the event Escrow Holder is made a party to any suit or proceeding between Seller and Purchaser, the prevailing party in such suit or proceeding shall have been received by no liability for the Custodian at its address set forth in Section 22 below payment of Escrow Holder’s costs, fees and expenses. E. Escrow Holder is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes of this ▇▇▇▇▇▇▇ Money Escrow Agreement. F. In no case shall the above mentioned deposits be surrendered except (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized manner specifically described in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or this ▇▇▇▇▇▇▇ Money Escrow Agreement; (ii) which have been transmitted electronically through on an electronic on-line service and communications system offered order signed by the Custodian Seller (or other electronic instruction system acceptable to the Custodian, Seller’s Counsel) and Purchaser (or Purchaser’s Counsel); or (iii) in obedience to the process of order of a telephonic or oral communication by one or more persons court as the Customer shall have from time to time authorized to give the particular class aforesaid. G. All fees of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Escrow Holder shall be confirmed charged one-half to Seller and one-half to Purchaser, except that Purchaser shall pay any and all investment fees. H. Except as to deposits of funds for which Escrow Holder has received express written direction from Purchaser (or Purchaser’s Counsel) concerning investment or other handling, the parties hereto agree that the Escrow Holder shall be under no duty to invest or reinvest any deposits at any time held by the Customer by tested telex it hereunder; and, further, that Escrow Holder may commingle such deposits with other deposits or writing with its own funds in the manner set forth provided for the administration of funds under Section 2-8 of the Illinois Corporate Fiduciary Act 205 ILCS 620/2-8 and may use any part or all such funds for its own benefit without obligation to any party for interest or earnings derived thereby, if any, provided, however, nothing herein shall diminish Escrow Holder’s obligation to apply the fully amount of the deposits in clause (i) aboveaccordance with the terms of this ▇▇▇▇▇▇▇ Money Escrow Agreement. I. Any order, but judgment or decree requiring the lack of such confirmation Escrow Holder to disburse the ▇▇▇▇▇▇▇ Money shall in no way affect any action taken by the Custodian in reliance not be binding upon such oral instructions prior Purchaser or Seller as to the Custodian's receipt ultimate disposition of such confirmation. Instructions may relate to specific transactions the ▇▇▇▇▇▇▇ Money unless and until a final, non-appealable order, judgment or to types or classes of transactions, decree is entered by a court having jurisdiction thereof. J. This ▇▇▇▇▇▇▇ Money Escrow Agreement and may all provisions hereof shall be in the form of standing instructions. The Custodian binding upon and shall have the night to assume in the absence of notice inure to the contrary from benefit of the Customer that any person whose name is on file with parties hereto and their respective legal representatives, successors and permitted assigns. [Signature Page Follows] FOR SELLER: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ By: Attorney for Seller FOR PURCHASER: DLA PIPER LLP (US) By: Attorney for Purchaser ESCROW HOLDER: Accepted this day of , 2012. NEAR NORTH NATIONAL TITLE LLC By: Name: Title: EXHIBIT E PERMITTED EXCEPTIONS 1. GENERAL REAL ESTATE TAXES FOR THE SECOND INSTALLMENT OF YEAR 2011 AND YEAR 2012. TAX NUMBER: 16-31-101-041-0000. 2. THE LAND LIES WITHIN THE BOUNDARIES OF THE LAKE COUNTY SPECIAL SERVICE AREA NO. 5 AS DISCLOSED BY INSTRUMENT RECORDED JULY 18, 1988 AS DOCUMENT 2701481 AND RE-RECORDED JULY 21, 1988 AS DOCUMENT 2702723, AND MAY BE SUBJECT TO ADDITIONAL TAXES THEREBY. 3. TERMS, COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS CONTAINED IN THE AMENDED AND RESTATED DECLARATION OF PROTECTIVE COVENANTS AND EASEMENTS FOR PARKWAY NORTH CENTER DATED AS OF JUNE 12, 1996 AND RECORDED JUNE 14, 1996 AS DOCUMENT 3838221, INCLUDING THOSE PROVISIONS RELATING TO PRIVATE CHARGES AND ASSESSMENTS AND LIENS FOR SAME. ASSIGNMENT OF RIGHTS OF DEVELOPER DATED JUNE 14, 1996 AND RECORDED JUNE 14, 1996 AS DOCUMENT 3838225. FIRST AMENDMENT TO AMENDED AND RESTATED DECLARATION OF PROTECTIVE COVENANTS AND EASEMENTS FOR PARKWAY NORTH CENTER DATED JULY 21, 2008 AND RECORDED JULY 23, 2008 AS DOCUMENT 6373389. ASSIGNMENT OF RIGHTS OF DECLARANT UNDER DECLARATION OF PROTECTIVE COVENANTS DATED AUGUST 17, 2000 AND RECORDED AUGUST 18, 2000 AS DOCUMENT 4569361 FROM CARRAMERICA REALTY CORPORATION TO ▇▇▇▇ OFFICE PARK, LLC. FIRST AMENDMENT TO ASSIGNMENT OF RIGHTS OF DECLARANT UNDER DECLARATION OF PROTECTIVE COVENANTS DATED JULY 21, 2008 AND RECORDED JULY 23, 2008 AS DOCUMENT 6373390. ASSIGNMENT OF RIGHTS OF DEVELOPER UNDER DECLARATION OF PROTECTIVE COVENANTS FROM ▇▇▇▇ OFFICE PARK, LLC, A DELAWARE LIMITED LIABILITY COMPANY, TO JBC FUNDS PARKWAY NORTH LLC DATED JULY 21, 2008 AND RECORDED JULY 29, 2008 AS DOCUMENT 6375544. SECOND AMENDMENT TO AMENDED AND RESTATED DECLARATION OF PROTECTIVE COVENANTS AND EASEMENTS FOR PARKWAY NORTH CENTER DATED OCTOBER 12, 2010 AND RECORDED OCTOBER 14, 2010 AS DOCUMENT NUMBER 6657191 MADE BY JBC FUNDS PARKWAY NORTH LLC. THIRD AMENDMENT TO AMENDED AND RESTATED DECLARATION OF PROTECTIVE COVENANTS AND EASEMENTS FOR PARKWAY NORTH CENTER DATED DECEMBER 29, 2010 AND RECORDED JANUARY 5, 2011 AS DOCUMENT 6690680 MADE BY JBC FUNDS PARKWAY NORTH LLC ON BEHALF OF THE PARKWAY NORTH CENTER OWNERS’ ASSOCIATION. (Affects the Custodian pursuant to this Section has been authorized by Property and other land.) 4. BUILDING SETBACK LINES AS SHOWN ON PARKWAY NORTH CENTER RESUBDIVISION NO. 3 RECORDED SEPTEMBER 16, 1998 AS DOCUMENT 4206359, AS SHOWN ON PLAT OF SAID SUBDIVISION: ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇ AND 2; AND 300 FEET EASTERLY OF THE CENTERLINE OF ▇▇▇▇▇▇▇▇ ROAD OF LOT 2. 5. MEMORANDUM OF WATER AGREEMENTS DATED NOVEMBER 1, 1987 AND RECORDED DECEMBER 10, 1987 AS DOCUMENT 2639635 BY HOMART DEVELOPMENT CO., AND OTHERS, WITH THE VILLAGES OF DEERFIELD AND RIVERWOODS AND THE TERMS AND CONDITIONS THEREIN CONTAINED. (Affects the Customer to give Property and other land.) 6. AGREEMENT MADE BY AND BETWEEN THE VILLAGE OF DEERFIELD AND LASALLE PARTNERS ASSET MANAGEMENT DATED SEPTEMBER 8, 1992 AND RECORDED OCTOBER 28, 1992 AS DOCUMENT 3233668, AND ORDINANCE BY THE VILLAGE OF DEERFIELD, RECORDED AS DOCUMENT 3233667, AMENDING ARTICLE 21 OF CHAPTER 22 OF THE DEERFIELD MUNICIPAL CODE, BOTH REGARDING TRAFFIC CONTROL, AND THE TERMS, PROVISIONS AND CONDITIONS CONTAINED THEREIN. (Affects the Instructions in question Property and that such authorization has not been revokedother land.) 7. The Custodian may act upon COVENANTS, CONDITIONS AND RESTRICTIONS CONTAINED IN THE DECLARATION OF COVENANTS AND RESTRICTIONS, MADE BY AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, AS TRUSTEE UNDER TRUST NOS. 60644 AND 62258, AND ▇▇▇▇▇▇▇ ▇▇▇▇▇, DATED FEBRUARY 4, 1985 AND RECORDED FEBRUARY 11, 1985 AS DOCUMENT 2337672, AND AMENDMENT THERETO DATED OCTOBER 6, 1992 AND RECORDED MAY 4, 1993 AS DOCUMENT 3325015, AND AS AMENDED BY THE INSTRUMENT DATED SEPTEMBER 7, 1993 AND RECORDED SEPTEMBER 23, 1993 AS DOCUMENT 3403030, INCLUDING 100 FOOT PARKING SETBACK CREATED BY AFORESAID DECLARATION. ASSIGNED BY JBC FUNDS PARKWAY NORTH LLC TO PARKWAY NORTH CENTER OWNER’S ASSOCIATION BY ASSIGNMENT DATED OCTOBER 12, 2010 AND RECORDED OCTOBER 14, 2010 AS DOCUMENT 6657192. (Affects the Property and conclusively rely onother land.) 8. ORDINANCE BY THE VILLAGE OF DEERFIELD, without any liability to RECORDED OCTOBER 30, 1986 AS DOCUMENT 2499685, AUTHORIZING AN AMENDMENT TO SPECIAL USE INDUSTRIAL PLANNED UNIT DEVELOPMENT, AND AS FURTHER AMENDED BY THE INSTRUMENTS RECORDED SEPTEMBER 28, 1989 AS DOCUMENT 2835384, DECEMBER 6, 1990 AS DOCUMENT 2970989, AND JULY 13, 1994 AS DOCUMENT 3566995. (Affects the Customer or any Property and other person or entity for any losses resulting therefromland.) 9. TERMS, any Instructions reasonably believed by it to be furnished by PROVISIONS AND CONDITIONS IN THE ANNEXATION AGREEMENT DATED FEBRUARY 4, 1985 AND AS AMENDED BY THE FIRST AMENDMENT TO SAID ANNEXATION AGREEMENT DATED OCTOBER 5, 1987 AND RECORDED NOVEMBER 17, 1987 AS DOCUMENT 2632406, BY THE SECOND AMENDMENT TO SAID ANNEXATION AGREEMENT DATED DECEMBER 3, 1990 AND RECORDED DECEMBER 6, 1990 AS DOCUMENT 2970986, THE THIRD AMENDMENT TO THE ANNEXATION AGREEMENT DATED OCTOBER 5, 1992 AND RECORDED DECEMBER 16, 1992 AS DOCUMENT 3258534 AND BY THE FOURTH AMENDMENT TO THE ANNEXATION AGREEMENT DATED SEPTEMBER 7, 1993. (Affects the proper person or persons as provided aboveProperty and other land.) 10. TERMS AND PROVISIONS OF ORDINANCES OF THE VILLAGE OF DEERFIELD, ONE DATED MAY 20, 1997 AND RECORDED JULY 9, 1997 AS DOCUMENT 3990669 (ORDINANCE #O-97-18), AND ONE DATED SEPTEMBER 23, 1998 AND RECORDED FEBRUARY 10, 1999 AS DOCUMENT 4297723 (ORDINANCE NO. #O-98-41) AND ONE DATED JANUARY 31, 2012 AND RECORDED FEBRUARY 10, 2012 AS DOCUMENT 6818498 (ORDINANCE #O-11-17) AMENDING THE SPECIAL USE INDUSTRIAL PLANNED UNIT DEVELOPMENT (SIGNAGE PLAN). (Affects the Property and other land.) 11. RIGHTS OF PARTIES IN POSSESSION, AS TENANTS ONLY, UNDER UNRECORDED LEASES CONTAINING NO OPTIONS TO PURCHASE OR RIGHTS OF FIRST REFUSAL EXECUTED PRIOR TO THE DATE HEREOF AS FOLLOWS: LUNDBECK INC. AMGEN U.S.A., INC. RANDSTAD PROFESSIONALS US LP CF INDUSTRIES HOLDINGS, INC.

Instructions. (A) The term "Custodian may, in its absolute discretion and without liability on its part, rely and act upon (and the Client shall be bound by) any Instructions" means instructions from the Customer . Instructions shall continue in respect of full force and effect until canceled or superseded; PROVIDED THAT any of the Custodian's duties hereunder which have been Instruction canceling or superseding a prior Instruction must be received by the Custodian at its address set forth a time and in Section 22 below a manner that accords the Custodian a reasonable opportunity to act upon such Instruction. The Custodian shall be entitled to rely upon the continued authority of any Authorized Person to give Instructions until the Custodian receives notice from the Client to the contrary. (iB) Instructions shall be governed by and carried out subject to the prevailing laws, rules, operating procedures and market practice of any relevant stock exchange, Clearance System or market where or through which they are to be executed or carried out, and shall be acted upon only during banking hours (including applicable cut-off times) and on banking days when the applicable financial markets are open for business. -------------------------------------------------------------------------------- iv [CITIBANK LOGO] -------------------------------------------------------------------------------- (C) Instructions delivered to the Custodian by telephone or facsimile shall be promptly confirmed in writing (includingwriting, without limitation, facsimile transmission) or by tested telex signed telex, SWIFT, letter, the Custodian's proprietary electronic banking system or given as provided in the Service Standards, such confirmation shall, where relevant, be made by such one an Authorized Person. However, the Custodian may, in its absolute discretion, in good faith, rely and act upon telephone or more person or persons facsimile Instructions before the written confirmation is received. (D) The Custodian has offered the Client security procedures for the transmission of Instructions to the Custodian (and the Client acknowledges that it has received the same and agrees that the security procedures mutually agreed to by the Client and the Custodian are commercially reasonable). As long as the Customer Custodian acts in compliance with such security procedures and this Section 5, it shall have from time no further duty to time verify the identity or authority of the person giving or confirming, or the genuineness or contents of, any Instruction. (E) The Custodian is authorized to in writing good faith rely upon any Instructions received by any means, provided that the Custodian and the Client have agreed upon the means of transmission and the method of identification for such Instructions. (F) Instructions are to give be given in the particular class English language. The Custodian may in its reasonable discretion and without any liability on its part, act upon what it reasonably believes in good faith such Instructions to be; notwithstanding any other provision hereof, the Custodian shall have the right, in its reasonable discretion to refuse to execute any such Instruction, in which event the Custodian shall notify the Client of Instructions such refusal without undue delay. (G) The Client agrees to be bound by any Instructions, whether or not authorized, given to the Custodian in question and whose the Client's name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken accepted by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file accordance with the Custodian pursuant to provisions of this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided above5.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing The Custodian shall be entitled to refrain from taking any action unless it has such instruction (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Proper Instructions) from the Borrower (or the Servicer on the Borrower’s behalf), the Administrative Agent or the Collateral Agent, as applicable, as it reasonably deems necessary, and shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) aboveentitled to require, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior notice to the Custodian's receipt of such confirmation. Borrower, the Administrative Agent or the Collateral Agent, as applicable, that Proper Instructions may relate to specific transactions or to types or classes of transactions, and may it be in the form of standing instructionswriting. The Custodian shall have no liability for any action (or forbearance from action) taken pursuant to any Proper Instruction of the night Borrower, the Servicer, the Administrative Agent or the Collateral Agent, as applicable. (ii) Whenever the Custodian is entitled or required to assume receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the absence Custodian it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of notice this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the contrary Custodian may, so long as no Event of Default has occurred and is continuing, request instructions from the Customer that Servicer and may, after the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any person whose name is on file with action unless it has received instructions from the Custodian pursuant to this Section has been authorized by Servicer or the Customer to give the Instructions in question and that such authorization has not been revokedAdministrative Agent, as applicable. The Custodian may act upon shall in all events have no liability, risk or cost for any action taken pursuant to and conclusively rely on, without any liability in compliance with the instruction of the Administrative Agent. (iv) Notwithstanding anything herein to the Customer contrary, the Custodian shall have no obligation or responsibility to confirm that any entity acting as Servicer is entitled to or authorized, with respect to any of the Collateral Obligations or otherwise, to give any Proper Instruction or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed instruction given by it to be furnished the Custodian and the Custodian may conclusively rely without investigation or inquiry and act on any such Proper Instruction or any other instruction as if it were given by the proper person or persons as provided aboveServicer entitled to give such instruction.

Instructions. The (a) JNAM shall be deemed to have received Instructions (as that term "Instructions" means is used herein) upon receipt of written instructions from the Customer in respect of any of the Custodian's duties hereunder (including receipt by facsimile), which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (includingmay be continuing instructions, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer Managers shall have from time to time authorized to give the particular class of Instructions in question question. Different persons may be authorized to give Instructions for different purposes, and whose name has been filed with Instructions may be general or specific in terms. A certified copy of a bylaw, resolution or action of the Custodian; or (iv) upon Managers of the Variable Fund may be received and accepted by JNAM as conclusive evidence of the authority of any such persons to act and may be considered to be in full force and effect until receipt of written notice (or oral notice followed by written confirmation within seven days) to the contrary. (b) One or more designated persons may be authorized to issue oral (such other form term as used herein including, without limitation, telephoned) instructions, specifying the type or types of instructions as that may be so issued, in which case the Customer may from time Variable Fund shall deliver to time authorize in writing and which JNAM resolutions of the Custodian has agreed Managers to such effect. Such oral instructions shall promptly be confirmed in writing to acceptJNAM. Such instructions when given in accordance with the provisions hereof and with such resolutions shall be deemed Instructions hereunder. In the case of conflict between oral Instructions given by a person designated in the form resolution of the Managers referred to in the first sentence of this subparagraph (b) and any written Instructions, the Instructions most recently received by JNAM shall prevail following such receipt, and in case of conflict between oral Instructions given by a person designated in such resolution and any written confirmation or purported confirmation of oral communications Instructions, such written confirmation or purported confirmation shall be confirmed prevail following receipt thereof by the Customer JNAM; provided that any transaction initiated by tested telex or writing in the manner set forth in clause (i) aboveJNAM pursuant to such oral Instructions, may, but the lack need not, be completed by JNAM notwithstanding JNAM’s receipt of conflicting subsequent Instructions hereunder or written confirmation or purported confirmation of oral Instructions hereunder subsequent to JNAM’s initiation of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovetransaction.

Instructions. The term "Instructions" means (a) Chase is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (includingChase from Authorized Persons, without limitationvia telephone, telex, facsimile transmission) , or by tested telex signed other teleprocess or electronic instruction or trade information system acceptable to Chase ("Instructions"). Chase will have no responsibility for the authenticity or propriety of any Instructions that Chase believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Chase may specify. The Fund authorizes Chase to accept and act upon any Instructions received by it without inquiry. The Fund will indemnify Chase, its officers, directors, agents and employees, against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against Chase, its officers, directors, agents and employees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Chase is authorized to rely under the terms of this Agreement. Unless otherwise expressly provided, all Instructions will continue in full force and effect until canceled or superseded. (b) Chase may (in its sole discretion and without affecting any part of this Section 4) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Chase will not be liable for any loss arising from any delay while it seeks such one clarification or more person confirmation. (c) In executing or persons paying a payment order Chase may rely upon the identifying number (e.g., Fedwire routing number or account) of any party as instructed in the Customer shall have payment order. The Fund assumes full responsibility for any inconsistency between the name and identifying number of any party in payment orders issued to Chase. (d) Any Instructions delivered to Chase by telephone will promptly thereafter be confirmed in writing by an Authorized Person. Each confirmation is to be clearly marked "Confirmation." Chase will not be liable for having followed such Instructions notwithstanding the failure of an Authorized Person to send such confirmation in writing or the failure of such confirmation to conform to the telephone Instructions received. Either party may record any of their telephonic communications. The Fund will comply with any security procedures reasonably required by Chase from time to time authorized in writing with respect to give the particular class verification of Instructions in question and whose name and (if applicable) signature and office address have been filed with the CustodianInstructions. The Fund will be responsible for safeguarding any test keys, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian identification codes or other electronic instruction system acceptable security devices that Chase will make available to the CustodianFund or any Authorized Person. (e) Chase need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice but will be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. (iiif) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name Chase has been filed with the Custodian; or (iv) upon established cut-off times for receipt of such other form some categories of instructions as the Customer may from time to time authorize in writing and Instruction, which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall will be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior made available to the Custodian's receipt of such confirmationFund. Instructions may relate If Chase receives an Instruction after its established cut-off time, it will attempt to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability the Instruction on the day requested if Chase deems it practicable to the Customer do so or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons otherwise as provided abovesoon as practicable after that day.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing The Custodian shall be entitled to refrain from taking any action unless it has such instruction (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf), the Administrative Agent or the Collateral Agent, as applicable, as it reasonably deems necessary, and shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) aboveentitled to require, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior notice to the Custodian's receipt of such confirmation. Borrower, the Administrative Agent or the Collateral Agent, as applicable, that Proper Instructions may relate to specific transactions or to types or classes of transactions, and may it be in the form of standing instructionswriting. The Custodian shall have no liability for any action (or forbearance from action) taken pursuant to any Proper Instruction of the night Borrower, the Collateral Manager, the Administrative Agent or the Collateral Agent, as applicable. (ii) Whenever the Custodian is entitled or required to assume receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the absence Custodian it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of notice this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the contrary Custodian may, so long as no Event of Default has occurred and is continuing, request instructions from the Customer that Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any person whose name is on file with action unless it has received instructions from the Custodian pursuant to this Section has been authorized by Collateral Manager or the Customer to give the Instructions in question and that such authorization has not been revokedAdministrative Agent, as applicable. The Custodian may act upon and conclusively rely onshall in all events have no liability, without any liability to the Customer risk or any other person or entity cost for any losses resulting therefrom, any Instructions reasonably believed by it action taken pursuant to be furnished by and in compliance with the proper person or persons as provided aboveinstruction of the Administrative Agent.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing The Custodian shall be entitled to refrain from taking any action unless it has such instruction (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf), the Administrative Agent or the Collateral Agent, as applicable, as it reasonably deems necessary, and shall be confirmed by entitled to require, upon notice to the Customer by tested telex Borrower, the Administrative Agent or writing the Collateral Agent, as applicable, that Proper Instructions to it be in writing. In the manner set forth in clause (i) aboveabsence of gross negligence, but fraud or willful misconduct of the lack of such confirmation Custodian, the Custodian shall in have no way affect liability for any action (or forbearance from action) taken pursuant to this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Administrative Agent or the Collateral Agent, as applicable. (ii) Whenever the Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Custodian it shall be in reliance upon such oral instructions prior form, content and medium reasonably acceptable to it and the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactionsBorrower, and may otherwise in accordance with any applicable term of this Agreement. USActive 55502425.1255502425.13 (iii) In case any reasonable question arises as to its duties hereunder, the Custodian may, so long as no Event of Default has occurred and is continuing, request instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be in entitled at all times to refrain from taking any action unless it has received instructions from the form of standing instructionsCollateral Manager or the Administrative Agent, as applicable. The Custodian shall in all events have the night no liability, risk or cost for any action taken pursuant to assume and in the absence of notice to the contrary from the Customer that any person whose name is on file compliance with the Custodian pursuant to this Section has been authorized by instruction of the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveAdministrative Agent.

Instructions. The term "(a) Except as otherwise expressly provided in this Agreement, [ ] will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement. (b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to [ ] and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions" means instructions from the . (c) Where Customer in respect of may or is required to issue Instructions, such Instructions will be issued by an Authorized Person. (d) [ ] will be entitled to deal with any of the Custodian's duties hereunder which have been Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by [ ]. (e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as [ ] may reasonably require and be received within [ ]’s established cut-off times and otherwise in sufficient time, to enable [ ] to act upon such Instructions provided that, after the Custodian at execution of this Agreement or as soon as practicable thereafter, [ ] shall make available to Customer such required information, methods, cut-off times and other applicable timing requirements. (f) [ ] may in its address sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 22 below 3.2(e) or that conflict with applicable law or regulations or [ ]’s operating policies and practices, in which event [ ] will promptly notify Customer unless prevented from doing so by applicable law. (g) Customer acknowledges that while it is not part of [ ]’s normal practices and procedures to accept Oral Instructions, [ ] may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to [ ] in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by [ ], or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by [ ]’s reliance on such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, Oral Instruction or (ii) which have been transmitted electronically through an electronic on-line service the validity or enforceability of transactions authorized by such Oral Instruction and communications system offered effected by [ ]. (h) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to [ ] and that there may be more secure methods of transmitting Instructions than the method selected by the Custodian or other electronic instruction system acceptable sender. Customer agrees that the security procedures, if any, to be followed by Customer and [ ] with respect to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in question light of its particular needs and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovecircumstances.

Instructions. The term "(a) Except as otherwise expressly provided in this Agreement, BNY will have no obligation to take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement. (b) Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions to BNY and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions" means instructions from the . (c) Where Customer in respect of may or is required to issue Instructions, such Instructions will be issued by an Authorized Person. (d) BNY will be entitled to deal with any of the Custodian's duties hereunder which have been Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act and rely upon any Instruction received by the Custodian at BNY. (e) All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY may require and be received within BNY's established cut-off times and otherwise in sufficient time, to enable BNY to act upon such Instructions. (f) BNY may in its address sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 22 below 3.2(e) or that conflict with applicable law or regulations or BNY's operating policies and practices, in which event BNY will promptly notify Customer unless prevented from doing so by applicable law. (g) Customer acknowledges that while it is not part of BNY's normal practices and procedures to accept Oral Instructions, BNY may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by BNY's reliance on such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, Oral Instruction or (ii) the validity or enforceability of transactions authorized by such Oral Instruction and effected by BNY. However, to the extent BNY receives written confirmation which contradicts Oral Instructions, BNY will endeavor to notify Customer, it being acknowledged, agreed and understood that BNY shall have been transmitted electronically through an electronic on-line service no duty, responsibility, or liability for any failure to or inability to so notify Customer. (h) Customer acknowledges and communications system offered agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to BNY and that there may be more secure methods of transmitting Instructions than the method selected by the Custodian or other electronic instruction system acceptable sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY with respect to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class transmission and authentication of Instructions provide to Customer a commercially reasonable degree of protection in question light of its particular needs and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovecircumstances.

Instructions. (A) The term "Instructions" means Company understands that all instructions from the Customer are to be in respect of any of the Custodianwriting, directed to Citibank's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below Agency and Trust Department. Instructions transmitted through computer terminals (i) in writing (including, without limitation, facsimile transmissionincluding CIPANA) or by tested telex signed or facsimile shall be considered written instructions for the purpose of this Agreement. (B) All instructions with respect to the issuance of Notes must be given via computer terminal (including CIPANA) by such one or more person or persons 1:00 p.m. New York time. (C) Prepayment instructions and cancellations of a previous issuance instruction will be accepted for book-entry issuances from an Authorized Agent if received by Citibank by 2:00 p.m. and, in the case of facsimile instructions, only after a confirming telephone call back to another Authorized Agent of the entity which gave the instruction. Regarding ECNs, notice that the Company will not redeem any Notes on the relevant Initial Redemption Date (“as defined in the Customer shall have from time to time authorized applicable Extendible Commercial Note Announcement”) must be received in writing by Citibank by 11:00 a.m., New York time, on such Initial Redemption Date. (D) If Citibank acts on any instruction sent or purported to give be sent by an Authorized Agent, Citibank shall not, provided it complies with this Section 6, be responsible if that instruction is not an authorized instruction of the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, Company or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions is not in the form of oral communications the Company sent or intended to send (whether due to fraud, distortion or otherwise) and the Company shall be confirmed by the Customer by tested telex indemnify Citibank against any loss, liability claim or writing expense (including reasonable legal fees) it may incur in the manner set forth connection with its acting in clause accordance with that instruction. (iE) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Customer Issuing and Paying Agent that any person whose name is on file with the Custodian pursuant Issuing and Paying Agent in its sole discretion deems to this Section has been authorized contain confidential, proprietary, and/or sensitive information and sent by the Customer to give the Instructions in question and that such authorization has not been revokedelectronic mail will be encrypted. The Custodian may act upon recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process. Information and conclusively rely on, without any liability to assistance on registering and using the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to encryption technology can be furnished by the proper person or persons as provided abovefound at Citibank’s secure website.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing The Custodian shall be entitled to refrain from taking any action unless it has such instruction (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf), the Administrative Agent or the Collateral Agent, as applicable, as it reasonably deems necessary, and shall be confirmed by entitled to require, upon notice to the Customer by tested telex Borrower, the Administrative Agent or writing the Collateral Agent, as applicable, that Proper Instructions to it be in writing. In the manner set forth in clause (i) aboveabsence of gross negligence, but fraud or willful misconduct of the lack of such confirmation Custodian, the Custodian shall in have no way affect liability for any action (or forbearance from action) taken pursuant to this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Administrative Agent or the Collateral Agent, as applicable. (ii) Whenever the Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Custodian it shall be in reliance upon such oral instructions prior form, content and medium reasonably acceptable to it and the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactionsBorrower, and may otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Custodian may, so long as no Event of Default has occurred and is continuing, request instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be in entitled at all times to refrain from taking any action unless it has received instructions from the form of standing instructionsCollateral Manager or the Administrative Agent, as applicable. The Custodian shall in all events have the night no liability, risk or cost for any action taken pursuant to assume and in the absence of notice to the contrary from the Customer that any person whose name is on file compliance with the Custodian pursuant to this Section has been authorized by instruction of the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveAdministrative Agent.

Instructions. The term "Instructions" means (a) All instructions from Hydro-Québec or the Customer Guarantor to the Fiscal Agent provided for in this Agreement shall be given by written instructions. Hydro-Québec or the Guarantor shall, as the case may be, confirm by telephone all instructions sent by telecopy. (b) Each of the Fiscal Agent and any agent appointed by the Fiscal Agent hereunder may consult with counsel of its choice and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and without gross negligence and in accordance with such opinion. (c) Each of the Custodian's duties Fiscal Agent and any agent appointed by the Fiscal Agent hereunder which shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any notice, direction, consent, certificate, affidavit, statement, or other paper or document believed by it, in good faith, to be genuine and to have been received passed upon or signed by the Custodian proper parties thereto. (d) The Fiscal Agent and any agent appointed by the Fiscal Agent hereunder and their respective officers, directors and employees may become the owners of, or acquire any interest in, any Notes, with the same rights that they would have if they were not the Fiscal Agent, such agent or such person, and may engage or be interested in any financial or other transaction with Hydro-Québec or the Guarantor, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or other obligations of Hydro-Québec or the Guarantor, as freely as if they were not the Fiscal Agent, such agent or such person. (e) Whenever in the administration of this Agreement the Fiscal Agent shall deem it desirable that a matter of fact be proved or established prior to taking, suffering or omitting any action hereunder, the Fiscal Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate signed by an Authorized Official and delivered to the Fiscal Agent as to such matter of fact. (f) The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at its address set forth the request or direction of any of the holders, unless such holders shall have offered to the Fiscal Agent security or indemnity satisfactory to the Fiscal Agent against the costs, expenses and liabilities which might be incurred by it in Section 22 below compliance with such request or direction. (ig) in writing The Fiscal Agent may appoint The Bank of New York, as attorney-in-fact, to execute the DTC Letter of Representations, and to take such action as is necessary to effectuate the transactions contemplated by this Agreement; and the Fiscal Agent shall be responsible for any willful misconduct or gross negligence on the part of The Bank of New York. (h) The rights, privileges, protections, immunities and benefits given to the Fiscal Agent hereunder, including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more its right to be indemnified, are extended to, and shall be enforceable by, the Fiscal Agent in each of its capacities hereunder, and each agent, custodian and other person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovehereunder.

Instructions. The term "(a) Where BNY is required under this Agreement to take action only upon instructions, BNY shall do so upon receipt of Instructions which may be standing Instructions" means instructions from . Any Instructions given to BNY shall bind the Customer Investment Company, Shareholder or a Fund, as applicable. (b) In acting on any Instruction, BNY is shall assume that (i) the Authorized Person providing such Instructions has complied with any relevant obligations set out in respect any governing documents of the Fund, (ii) the Authorized Person has the authority to give such Instruction, and (iii) such Instruction is in accordance with applicable law. BNY is under no obligation to review the propriety or legality of any Instructions received by it. (c) The Investment Company acknowledges and agrees that: (i) any Authorized Person is authorized to give Instructions to BNY for the purposes of this Agreement and BNY shall be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions; (ii) the Investment Company shall be responsible for ensuring that only Authorized Persons issue Instructions; (iii) BNY shall rely on the authenticity of the Custodian's duties hereunder which have been received signatures and Instructions given, purported to be given or are otherwise authenticated; and (iv) the Investment Company shall ensure that all Authorized Persons safeguard and treat with utmost care any user and authorization codes, passwords and authentication keys used in connection with the issuance of Instructions. (d) Unless otherwise provided in this Agreement, an Instruction continues in full force and effect until specifically cancelled or superseded by a subsequent Instruction. (e) Notwithstanding any other provision of this Agreement, Instructions, directions and other communications provided under this Agreement may be given to BNY by letter, or other electronic or electro-mechanical means deemed acceptable by BNY, including the Custodian at use of applications or portals supported by BNY, subject to such additional terms and conditions BNY may require. Confidential And Proprietary EXECUTION (f) BNY may apply to an Authorized Person for Instructions with respect to any matter arising in connection with BNY’s performance hereunder, and BNY shall not be liable for any action taken or omitted to be taken by it in good faith without gross negligence or willful misconduct in accordance with such Instructions. (g) BNY may in its address sole discretion decline to act upon any Instructions that do not comply with requirements set forth in Section 22 below (i) 10 or that conflict with applicable law or regulations or BNY’s operating policies and practices, in writing (including, without limitation, facsimile transmission) which event BNY will notify the Investment Company or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveFund.

Instructions. A. The term "Instructions" instructions", as used herein, means written or oral instructions to Custodian from the Customer in respect a designated representative of any Fund. Certified copies of resolutions of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such Board of Directors of Fund naming one or more person or persons as designated representatives to give instructions in the Customer shall have name and on behalf of Fund, may be received and accepted from time to time authorized in writing by Custodian as conclusive evidence of the authority of any designated representative to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, act for Fund and may be considered to be in the form of standing instructions. The full force and effect (and Custodian shall have the night to assume will be fully protected in the absence acting in reliance thereon) until receipt by Custodian of notice to the contrary from contrary. Unless the Customer that resolution delegating authority to any person whose name is on file with to give instructions specifically requires that the approval of anyone else will first have been obtained, Custodian pursuant will be under no obligation to inquire into the right of the person giving such instructions to do so. Notwithstanding any of the foregoing provisions of this Section has been authorized 4, no authorizations or instructions received by Custodian from Fund will be deemed to authorize or permit any officer, employee, or agent of Fund to withdraw any of the securities or similar investments of Fund upon the mere receipt of such authorization or instructions from such officer, employee or agent. Notwithstanding any other provision of this Agreement, Custodian, upon receipt (and acknowledgment if required at the discretion of Custodian) of the instructions of a designated representative of Fund will undertake to deliver for B. No later than the next business day immediately following each oral instruction, Fund will send Custodian written confirmation of such oral instruction. At Custodian's sole discretion, Custodian may record on tape, or otherwise, any oral instruction whether given in person or via telephone, each such recording identifying the parties, the date and the time of the beginning and ending of such oral instruction. C. If Custodian shall provide Fund direct access to any computerized recordkeeping and reporting system used hereunder or if Custodian and Fund shall agree to utilize any electronic system of communication, Fund shall be fully responsible for any and all consequences of the use or misuse of the terminal device, passwords, access instructions and other means of access to such system(s) which are utilized by, assigned to or otherwise made available to the Fund. Fund agrees to implement and enforce appropriate security policies and procedures to prevent unauthorized or improper access to or use of such system(s). Custodian shall be fully protected in acting hereunder upon any instructions, communications, data or other information received by Custodian by such means as fully and to the same effect as if delivered to Custodian by written instrument signed by the Customer requisite authorized representative(s) of Fund. Fund shall indemnify and hold Custodian harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability which may be suffered or incurred by Custodian as a result of the use or misuse, whether authorized or unauthorized, of any such system(s) by Fund or by any person who acquires access to give such system(s) through the Instructions in question and that terminal device, passwords, access instructions or other means of access to such authorization has not been revoked. The Custodian may act upon and conclusively rely onsystem(s) which are utilized by, without any liability assigned to or otherwise made available to the Customer Fund, except to the extent attributable to any negligence or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed willful misconduct by it to be furnished by the proper person or persons as provided aboveCustodian.

Instructions. (A) The term Bank is authorized to rely and act upon instructions ("Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i") in writing which are signed by persons (including"Authorized Persons") named in a list provided to the Bank from time to time, without limitationwhich fist must be certified by the Fund's Secretary or Assistant Secretary and include authenticated specimen signatures of all Authorized Persons. (B) The Fund agrees that the Bank is authorized to rely and act upon such Instructions in accordance with this Section 10 and the Funds Transfer Procedures attached hereto and incorporated herein by reference (including each Schedule A) to this Agreement and to debit or credit the applicable account(s) of the Fund accordingly and that such Funds Transfer Procedures and method(s) of transmission are commercially reasonable. (C) The Bank shall be entitled to rely upon the continued authority of any Authorized Person to give Instructions until the Bank receives notice from the Fund to the contrary; and the Bank shall be entitled to rely upon any Instructions it believes in good faith to have been given by an Authorized Person. (D) The Bank is further authorized to rely upon any Instructions received by any other means and identified as having been given or authorized by any Authorized Person, facsimile transmission) or by tested telex signed regardless of whether such Instructions shall in fact have been authorized or given by any of such Authorized Persons, provided -------- that the Bank and the Fund shall have agreed upon the means of transmission and the method of identification for such Instructions. Instructions received by any other means shall include but not be limited to verbal Instructions only in connection with delivery against payment or receipt against payment transactions and transfer from one account with the Bank to another with the Bank and provided that such verbal Instructions are promptly confirmed in writing by the Fund. Notwithstanding the foregoing, in the event any such verbal Instructions are not subsequently confirmed in writing, as provided above, the Fund agrees to hold the Bank harmless and without liability for any claims or losses in connection with such verbal Instructions. (E) The Fund agrees to be bound by any Instruction, whether or not authorized, given to the Bank in its name and accepted by the Bank in accordance with the provisions hereof (including but not limited to the Funds Transfer Procedures and Schedule A thereto) and further agrees to indemnify and hold the Bank harmless from and against any loss, liability, claim or expense (including legal fees and expenses) associated with the Bank's acting upon such Instructions as provided herein, except such as may arise from the Bank's own negligence, bad faith or willful misconduct. (F) The Fund may appoint one or more person or persons as investment managers ("Investment Managers") with respect to the Customer Custody Account. The Bank is authorized to act upon Instructions received from any Investment Manager to the same extent that the Bank would act upon the Instructions of an Authorized Person, provided that the Bank has received written evidence of the -------- Investment Manager's appointment and written confirmation from the Investment Manager evidencing acceptance of such appointment. The Investment Manager shall have provide to the Bank from time to time authorized in writing to give the particular class a list of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give Instructions on behalf of the particular class of Instructions in question Investment Manager. The list must be certified by the Investment Manager's Secretary or Assistant Secretary and whose name has been filed with the Custodian; or (iv) upon receipt include authenticated specimen signatures of such persons. (G) If the Fund should choose to have telecommunication or other form means of instructions as electronic access to the Customer may from time Bank's reporting system for Property in the Custody Account, pursuant to time authorize in writing paragraph (E) of Section 5, the Bank is also authorized to rely and act upon any Instructions received by it through a terminal device, provided that such Instructions are accompanied by code --------- words which the Custodian Bank has furnished to the Fund, or an Authorized Person, by any method mutually agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer Bank and the Fund, provided that the Bank has not been notified by tested telex the Fund, or writing in the manner set forth in clause (i) aboveany such Authorized Person to cease to recognize such code words, but the lack regardless of whether such confirmation Instructions shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions fact have been given or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer Fund or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovesuch Authorized Person.

Instructions. The term "Instructions" means (a) prior to the Effective Time (as defined below), we agree that you shall only be obliged to honour all withdrawal, payment, transfer or other fund disposition or other instructions which the Security Trustee or (unless notified by the Security Trustee, the Cash Manager) is entitled to give under your account documentation (collectively, instructions) received from the Customer Security Trustee or (unless notified by the Security Trustee, the Cash Manager) concerning the Account. On and after the Effective Time (and without our consent), you shall only be obliged to honour all instructions received from the Security Trustee (but not those from the Chargor) concerning the Account and we shall have no right or ability to access or withdraw or transfer funds from the Account; (b) for the purposes of this notice, the Effective Time shall be the business day on which a notice purporting to be signed by the Security Trustee in respect of any substantially the same form as Exhibit A, attached hereto, with a copy of the Custodian's duties hereunder which have been Deed of Charge attached thereto (a Shifting Control Notice), is actually received by one of your individual employees to whom the Custodian at its address set forth notice is required hereunder to be addressed; provided, however, that if any such notice is so received after four (4) p.m., London time, on any business day, the Effective Time shall be the opening of the next business day succeeding the business day on which such receipt occurs; and, provided further, that a business day is any day other than a Saturday, Sunday or other day on which you are authorised or required by law to be closed in Section 22 below London, New York and Paris; and (c) notwithstanding the foregoing: (i) all transactions involving or resulting in writing a transaction involving the Accounts duly commenced by you and/or any affiliate prior to the Effective Time and so consummated or processed thereafter shall be deemed not to constitute a violation of the Deed of Charge; and (including, ii) you and/or any affiliate may (at its discretion and without limitation, facsimile transmissionany obligation to do so) (x) cease honouring our instructions and/or commence honouring solely the Security Trustee’s instructions concerning the Account at any time or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing after it becomes aware that the Security Trustee has sent to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable it a Shifting Control Notice but prior to the CustodianEffective Time therefor (including without limitation halting, reversing or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time redirecting any transaction referred to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above), but or (y) deem a Shifting Control Notice to be received by it for purposes of the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions foregoing paragraph prior to the Custodian's specified individual’s actual receipt of if otherwise actually received by you (or if such confirmation. Instructions may relate to specific transactions Shifting Control Notice contains minor mistakes or to types or classes of transactions, and may be in other irregularities but otherwise substantially complies with the form attached hereto as Exhibit A or does not attach an appropriate copy of standing instructions. The Custodian shall have the night Deed of Charge), with no liability whatsoever to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer us or any other person or entity party for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovedoing so.

Instructions. (A) The term "Custodian may, in its absolute discretion and without liability on its part, except for negligence, rely and act upon (and the Client shall be bound by) any Instructions" means instructions from the Customer . Instructions shall continue in respect of full force and effect until canceled or superseded; PROVIDED THAT any of the Custodian's duties hereunder which have been Instruction canceling or superseding a prior Instruction must be received by the Custodian at its address set forth a time and in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by a manner that accords the Custodian or other electronic instruction system acceptable a reasonable opportunity to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance act upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructionsInstruction. The Custodian shall have be entitled to rely upon the night continued authority of any Authorized Person to assume give Instructions until the Custodian receives notice from the Client to the contrary. (B) Instructions shall be governed by and carried out subject to the prevailing laws, Rules, operating procedures and market practice of any relevant stock exchange, Clearance System or market where or through which they are to be executed or carried out, and shall be acted upon only during banking hours (including applicable cut-off times) and on banking days when the applicable financial markets are open for business. (C) Instructions delivered to the Custodian by telephone or facsimile shall be promptly confirmed in writing, by tested telex, SWIFT, letter, the Custodian’s proprietary electronic banking system or as provided in the absence Service Standards, such confirmation shall, where relevant, be made by an Authorized Person. However, the Custodian may, in its absolute discretion, rely and act upon telephone or facsimile Instructions before the written confirmation is received. (D) The Custodian has offered the Client security procedures for the transmission of notice Instructions to the contrary from Custodian (and the Customer Client acknowledges that any person whose name is on file with it has received the same and agrees that the security procedures mutually agreed to by the Client and the Custodian pursuant to are commercially reasonable). As long as the Custodian acts in compliance with such security procedures and this Section has been 5, it shall have no further duty to verify the identity or authority of the person giving or confirming, or the genuineness or contents of, any Instruction. (E) The Custodian is authorized to rely upon any Instructions received by any means, provided that the Customer Custodian and the Client have agreed upon the means of transmission and the method of identification for such Instructions. (F) Instructions are to give be given in the Instructions in question and that such authorization has not been revokedEnglish language. The Custodian may act upon in its reasonable discretion and conclusively rely on, without any liability on its part, act upon what it reasonably believes in good faith such Instructions to the Customer or be; notwithstanding any other person provision hereof, the Custodian shall have the right, in its reasonable discretion to refuse to execute any such Instruction that the Custodian believes in good faith to be unauthorized or entity for any losses resulting therefromerroneous, in which event the Custodian shall notify the Client of such refusal and the reasons therefor without undue delay. (G) The Client agrees to be bound by any Instructions reasonably believed by it the Custodian to be furnished genuine, whether or not authorized, given to the Custodian in the Client’s name and accepted by the proper person or persons as provided aboveCustodian without negligence in accordance with the provisions of this Section 5.

Instructions. (A) The term "Custodian may, in its absolute discretion and without liability on its part, except for negligence, rely and act upon (and the Client shall be bound by) any Instructions" means instructions from the Customer . Instructions shall continue in respect of full force and effect until canceled or superseded; PROVIDED THAT any of the Custodian's duties hereunder which have been Instruction canceling or superseding a prior -------------- Instruction must be received by the Custodian at its address set forth a time and in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by a manner that accords the Custodian or other electronic instruction system acceptable a reasonable opportunity to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance act upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructionsInstruction. The Custodian shall have be entitled to rely upon the night continued authority of any Authorized Person to assume give Instructions until the Custodian receives notice from the Client to the contrary. (B) Instructions shall be governed by and carried out subject to the prevailing laws, Rules, operating procedures and market practice of any relevant stock exchange, Clearance System or market where or through which they are to be executed or carried out, and shall be acted upon only during banking hours (including applicable cut-off times) and on banking days when the applicable financial markets are open for business. (C) Instructions delivered to the Custodian by telephone or facsimile shall be promptly confirmed in writing, by tested telex, SWIFT, letter, the Custodian's proprietary electronic banking system or as provided in the absence Service Standards, such confirmation shall, where relevant, be made by an Authorized Person. However, the Custodian may, in its absolute discretion, rely and act upon telephone or facsimile Instructions before the written confirmation is received. (D) The Custodian has offered the Client security procedures for the transmission of notice Instructions to the contrary from Custodian (and the Customer Client acknowledges that any person whose name is on file with it has received the same and agrees that the security procedures mutually agreed to by the Client and the Custodian pursuant to are commercially reasonable). As long as the Custodian acts in compliance with such security procedures and this Section has been 5, it shall have no further duty to verify the identity or authority of the person giving or confirming, or the genuineness or contents of, any Instruction. (E) The Custodian is authorized to rely upon any Instructions received by any means, provided that the Customer Custodian and the Client have agreed upon the means of transmission and the method of identification for such Instructions. (F) Instructions are to give be given in the Instructions in question and that such authorization has not been revokedEnglish language. The Custodian may act upon in its reasonable discretion and conclusively rely on, without any liability on its part, act upon what it reasonably believes in good faith such Instructions to the Customer or be; notwithstanding any other person provision hereof, the Custodian shall have the right, in its reasonable discretion to refuse to execute any such Instruction that the Custodian believes in good faith to be unauthorized or entity for any losses resulting therefromerroneous, in which event the Custodian shall notify the Client of such refusal and the reasons therefor without undue delay. (G) The Client agrees to be bound by any Instructions reasonably believed by it the Custodian to be furnished genuine, whether or not authorized, given to the Custodian in the Client's name and accepted by the proper person or persons as provided aboveCustodian without negligence in accordance with the provisions of this Section 5.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing The Custodian shall be entitled to refrain from taking any action unless it has such instruction (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Proper Instructions) from the Borrower (or the Servicer on the Borrower’s behalf), the Administrative Agent or the Collateral Agent, as applicable, as it reasonably deems necessary, and shall be confirmed by entitled to require, upon notice to the Customer by tested telex Borrower, the Administrative Agent or writing the Collateral Agent, as applicable, that Proper Instructions to it be in writing. In the absence of gross negligence, fraud, bad faith or willful misconduct of the Custodian, the Custodian shall have no liability for any action (or forbearance from action) taken pursuant to this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Servicer, the Administrative Agent or the Collateral Agent, as applicable, except in the manner set forth case of the Custodian’s own gross negligence, fraud or willful misconduct. (ii) Whenever the Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in clause (i) abovewriting, but the lack in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of such confirmation shall in no way affect this Agreement; and whenever any action taken report or other information is required to be produced or distributed by the Custodian it shall be in reliance upon such oral instructions prior form, content and medium reasonably acceptable to it and the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactionsBorrower, and may otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Custodian may, so long as no Event of Default has occurred and is continuing, request instructions from the Servicer and may, after the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be in entitled at all times to refrain from taking any action unless it has received instructions from the form of standing instructionsServicer or the Administrative Agent, as applicable. The Custodian shall in all -174- DOCPROPERTY "DocID" \* MERGEFORMAT USActive 60781347.5 events have the night no liability, risk or cost for any action taken pursuant to assume and in the absence of notice to the contrary from the Customer that any person whose name is on file compliance with the Custodian pursuant to this Section has been authorized by instruction of the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveAdministrative Agent.

Instructions. The term "Instructions" means instructions A. One business day after receipt of the Initial ▇▇▇▇▇▇▇ Money, Escrow Holder shall disburse One Hundred and No/100 Dollars ($100.00) of the ▇▇▇▇▇▇▇ Money to or as directed by Seller (or Seller's counsel). B. In the event Escrow Holder receives from Purchaser a certification in the Customer form attached hereto as Schedule 1, then Escrow Holder is authorized and directed to return to Purchaser, within one (1) business day thereafter, the Initial ▇▇▇▇▇▇▇ Money, together with all interest earned thereon. C. Except as set forth in respect Paragraph IV.A. or Paragraph IV.B. above, the Escrow Holder is instructed to hold and invest the ▇▇▇▇▇▇▇ Money, together with all interest earned thereon, until the Escrow Holder is in receipt of (i) a joint written direction from Seller (or Seller's Counsel) and Purchaser (or Purchaser's Counsel) or (ii) an order, judgment or decree addressed to Escrow Holder which shall have been entered or issued by any court and which shall determine the disposition of the ▇▇▇▇▇▇▇ Money and all interest earned thereon. D. Any party delivering a notice required or permitted hereunder shall simultaneously deliver copies of such notice to all parties listed in Section I of this ▇▇▇▇▇▇▇ Money Escrow Agreement. All notices required herein shall be either personally delivered, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier and shall, in all instances, be deemed to have been received upon delivery thereof. E. Except as otherwise expressly set forth in this ▇▇▇▇▇▇▇ Money Escrow Agreement, Escrow Holder shall disregard any and all notices or warnings given by any of the Custodianparties hereto. F. In case Escrow Holder obeys or complies with any order, judgment or decree of any court with respect to the ▇▇▇▇▇▇▇ Money, Escrow Holder shall not be liable to any of the parties hereto or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree be entered without jurisdiction or be subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this ▇▇▇▇▇▇▇ Money Escrow Agreement to which Escrow Holder is or may be at any time a party, Seller and Purchaser shall each be liable for one-half of all such costs, fees and expenses incurred or sustained by Escrow Holder and shall forthwith pay the same to Escrow Holder upon demand; provided, however, that in the event Escrow Holder is made a party to any suit or proceeding between Seller and Purchaser, the prevailing party in such suit or proceeding shall have no liability for the payment of Escrow Holder's duties hereunder costs, fees and expenses. 992507_9 2 G. Escrow Holder is not to be held responsible for any loss of principal or interest which have been received by may be incurred as a result of making the Custodian at its address set forth in Section 22 below investments or redeeming said investment for the purposes o, this ▇▇▇▇▇▇▇ Money Escrow Agreement. H. In no case shall the above mentioned deposits be surrendered except (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized manner specifically described in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or this ▇▇▇▇▇▇▇ Money Escrow Agreement; (ii) which have been transmitted electronically through on an electronic on-line service and communications system offered order signed by the Custodian Seller (or other electronic instruction system acceptable to the Custodian, Seller's Counsel) and Purchaser (or Purchaser's Counsel); or (iii) in obedience to the process of order of a telephonic or oral communication by one or more persons court as the Customer shall have from time to time authorized to give the particular class aforesaid. I. All fees of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Escrow Holder shall be confirmed charged one-half to Seller and one-half to Purchaser. J. Except as to deposits of funds for which Escrow Holder has received express written direction from Purchaser (or Purchaser's Counsel) concerning investment or other handling, the parties hereto agree that the Escrow Holder shall be under no duty to invest or reinvest any deposits at any time held by the Customer by tested telex it hereunder; and, further, that Escrow Holder may commingle such deposits with other deposits or writing with its own funds in the manner set forth provided for the administration of funds under Section 2‑8 of the Illinois Corporate Fiduciary Act 205 ILCS 620/2‑8 and may use any part or all such funds for its own benefit without obligation to any party for interest or earnings derived thereby, if any, provided, however, nothing herein shall diminish Escrow Holder's obligation to apply the full amount of the deposits in clause (i) aboveaccordance with the terms of this ▇▇▇▇▇▇▇ Money Escrow Agreement. K. Any order, but judgment or decree requiring the lack of such confirmation Escrow Holder to disburse the ▇▇▇▇▇▇▇ Money shall in no way affect any action taken by the Custodian in reliance not be binding upon such oral instructions prior Purchaser or Seller as to the Custodian's receipt ultimate disposition of such confirmationthe ▇▇▇▇▇▇▇ Money unless and until a final, non‑appealable order, judgment or decree is entered by a court having jurisdiction thereof. Instructions may relate to specific transactions or to types or classes of transactions, 992507_9 3 L. This ▇▇▇▇▇▇▇ Money Escrow Agreement and may all provisions hereof shall be in the form of standing instructions. The Custodian binding upon and shall have the night to assume in the absence of notice inure to the contrary from benefit of the Customer that any person whose name is on file with the Custodian pursuant to parties hereto and their respective legal representatives, successors and permitted assigns. ____________________________________________ By: Attorney for Seller By: Attorney for Purchaser Accepted this Section has been authorized by the Customer to give the Instructions in question ______ day of ________________, 2019 Chicago Title and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided above.Trust Company Escrow Holder By: Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Joint Order Escrow Administrator 992507_9 4

Instructions. The term "Instructions" means instructions from the Customer in respect of any of ------------ the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below as shall have been furnished by the Custodian to the Customer pursuant to the provisions hereof (i) in writing (including, without limitation, facsimile transmissiontransmission and electronic mail) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction similar communications system acceptable to the Custodian, or (iii) a telephonic or oral communication (promptly confirmed by facsimile or in writing) by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; Custodian or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Notwithstanding the foregoing, no Instructions may be furnished through an electronic or other similar communication system unless expressly agreed to by the Customer and the Custodian. Such use authorization may be subject to such security procedures as the Custodian may reasonably require. Instructions in the form of oral communications shall be confirmed by the Customer as soon as possible by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation or any conflict between such confirmation and the relevant oral Instruction shall in no way affect any action taken by the Custodian in reliance upon such oral instructions Instructions prior to the Custodian's receipt of such confirmation. Instructions in the form of facsimile transmission shall not be deemed received until confirmed by the Custodian in accordance with the provisions for the giving of notices under Section 26 hereof. The Custodian has the right to record any such oral Instructions, and the Customer hereby consents to such recording. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. All authorized persons as of the date of this Agreement are identified and listed in Exhibit E to this Agreement, which list is subject to change from time to time by Customer on written notice to the Custodian. The Custodian shall have the night right to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided above.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing The Document Custodian shall be entitled to refrain from taking any action unless it has such instruction (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Proper Instructions) from the Borrower (or the Servicer on the Borrower’s behalf), the Administrative Agent or the Collateral Agent, as applicable, as it reasonably deems necessary, and shall be confirmed entitled to require, upon notice to the Borrower, the Administrative Agent or the Collateral Agent, as applicable, that Proper Instructions to it be in writing. In the absence of gross negligence, fraud, bad faith or willful misconduct of the Document Custodian, the Document Custodian shall have no liability for any action (or forbearance from action) taken pursuant to this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Servicer, the Administrative Agent or the Collateral Agent, as applicable, except in the case of the Document Custodian’s own gross negligence, fraud or willful misconduct. (ii) Whenever the Document Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Customer by tested telex Document Custodian it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Document Custodian may, so long as no Event of Default has occurred and is continuing, request instructions from the Servicer and may, after the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or writing in the manner set forth in clause (i) aboveAdministrative Agent, but the lack of such confirmation as applicable. The Document Custodian shall in all events have no way affect liability, risk or cost for any action taken by the Custodian pursuant to and in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file compliance with the Custodian pursuant to this Section has been authorized by instruction of the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveAdministrative Agent.

Instructions. The term "Instructions" means 3.1 You will give us instructions on Dealing Transactions in clear and unambiguous written terms. Your instructions for Dealing Transactions must be given in writing on prescribed forms and shall be duly signed by you for this purpose. All Dealing Transactions and instructions shall be subject to the procedures set out in the offering documents of the relevant Collective Investment Scheme to govern the Dealing Transactions therein and other incidental matters (collectively the “Procedures”). We are not obliged to act in accordance with, or respond to, your verbal instructions. 3.2 You shall ensure that the information given in your instructions or request is complete and accurate in all respects. We do not undertake to verify the completeness and accuracy of such information. We reserve the right to defer the processing of your Dealing Transaction or request unless and until you have provided complete information in the relevant prescribed form. We do not accept any responsibility for any consequence or loss to you arising as a result of any error or omission in completing any such dealing application or request. ▇▇ ▇▇▇ (10/2023) 3 of 22 3.3 Your instructions for a Dealing Transaction will only be accepted by us for a transfer agent’s further processing upon the receipt of (i) a duly completed and signed application or request in the prescribed form required by the relevant Collective Investment Scheme; (ii) in the case of a subscription, the receipt of cleared subscription monies in case required by the relevant sub-fund(s) of the Collective Investment Scheme; and (iii) any other materials or documentation required by the Collective Investment Scheme in the Procedures. 3.4 In cases where you give instructions by facsimile, we are authorized to accept all such relevant instructions pertaining to your Account without being obliged to verify the identity of the sender of such instructions and will execute the instructions accordingly. We may also, in our absolute discretion, refuse to act upon any such facsimiled requests given or purportedly given by you or on your behalf until the required original requests are received by us. We shall not be liable for any losses, damages, costs or expenses that you may suffer or incur resulting from the Customer exercise of such discretion by us or the non-receipt or loss of facsimiled requests due to failed transmission. You confirm that you are aware of the risks involved in respect the use of such means of communication, in particular, the risks arising from errors or miscommunications in the transmission of orders, or from misuse of identification or from the breakdown or failure of communication facilities. You agree to assume all responsibility for any consequences which may arise from the use of facsimile instructions. 3.5 We are under no obligation at any time to accept any instruction and we shall not be obliged to give any reason for any refusal to accept an instruction from you. However, once we have accepted an instruction on your behalf, the accepted instruction may not be rescinded or withdrawn without your written consent or confirmation and subsequent written confirmation by us. 3.6 You acknowledge and agree that instructions given to us may, depending on prevailing conditions, fail to be executed, and you agree that all losses incurred as a result of such failure shall be borne by you other than any which arise from our gross negligence or default. You further agree that we shall not be liable for any loss incurred by reason of the manner or timing of execution of any of your instructions. We shall not be liable to you for any loss or damage due to any delay in the Custodian's duties hereunder which have been received transmission or execution of instructions arising out of any cause beyond our reasonable control and anticipation. 3.7 Redemption proceeds, dividends (if any) and any other payments relating to your Account will be paid out of the Collective Investment Schemes by the Custodian at its address set forth transfer agent of the relevant Collective Investment Scheme according to your instruction in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question relevant redemption form. You acknowledge and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered accept that any charges incurred by the Custodian or other electronic instruction system acceptable transfer agent of the relevant Collective Investment Scheme resulting from arranging payment of redemption proceeds to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and you may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary deducted from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveyour redemption proceeds.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer a. Agent shall have from time provide Issuer through Issuer’s Authorized Representatives and Delegates access to time authorized in writing to give the particular class of Instructions in question Agent’s issuing and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications paying agency system offered by the Custodian or other electronic instruction system acceptable to means (collectively, the Custodian“ System”), or (iii) a telephonic or oral communication by one or more persons as following completion of the Customer shall have from time to time authorized to give the particular class of Instructions in question IPA Port and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions Online Trust & Custody Enrollment Application in the form of oral Exhibit F hereto, in order that Agent may receive Instructions for the issuance of Notes and which Instructions shall constitute the giving of a duly authorized written and signed instruction which Agent may act upon in accordance with Section 5(e). The term “Instructions” shall mean a communication, purporting to be from an Authorized Representative or Delegate, via the System, in accordance with the Program Schedule as completed and executed by the Issuer. If the System is inoperable or inaccessible at any time, an Authorized Representative or Delegate may deliver written, faxed, oral, or electronically transmitted communications to the Agent, and in such event, the term “Instructions” shall mean such communication, purporting to be from an Authorized Representative or Delegate, which instructions shall be confirmed verified in accordance with any security procedures agreed upon by the Customer parties or, in accordance with the following sent by tested telex unsecured email or provided telephonically. Agent may in its absolute discretion accept oral Instructions transmitted telephonically provided Agent believes in good faith that the Instructions are genuine. If oral Instructions are received, the Authorized Representative or Delegate shall promptly, and within no more than 24 hours, confirm such Instructions in writing in or by other means permitted hereunder. Agent shall have no liability and Issuer will hold Agent harmless for failure of an Authorized Representative or Delegate to send such confirmation or the manner set forth in clause (i) above, but the lack failure of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to conform to the Custodian's receipt telephone Instructions received. Issuer consents to the recording of any telephone communications with Agent, and agrees that Agent need not solicit such consent or remind the caller of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the Customer to give the Instructions in question and that recording at each such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided abovecommunication.

Instructions. (A) The term "Custodian may, in its absolute discretion and without liability on its part, except for negligence, rely and act upon (and the Client shall be bound by) any Instructions" means instructions from the Customer . Instructions shall continue in respect of full force and effect until canceled or superseded; PROVIDED THAT any of the Custodian's duties hereunder which have been Instruction canceling or superseding a prior Instruction must be received by the Custodian at its address set forth a time and in Section 22 below (i) in writing (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by a manner that accords the Custodian or other electronic instruction system acceptable a reasonable opportunity to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications shall be confirmed by the Customer by tested telex or writing in the manner set forth in clause (i) above, but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance act upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructionsInstruction. The Custodian shall have be entitled to rely upon the night continued authority of any Authorized Person to assume give Instructions until the Custodian receives notice from the Client to the contrary. (B) Instructions shall be governed by and carried out subject to the prevailing laws, Rules, operating procedures and market practice of any relevant stock exchange, Clearance System or market where or through which they are to be executed or carried out, and shall be acted upon only during banking hours (including applicable cut-off times) and on banking days when the applicable financial markets are open for business. (C) Instructions delivered to the Custodian by telephone or facsimile shall be promptly confirmed in writing, by tested telex, SWIFT, letter, the Custodian's proprietary electronic banking system or as provided in the absence Service Standards, such confirmation shall, where relevant, be made by an Authorized Person. However, the Custodian may, in its absolute discretion, rely and act upon telephone or facsimile Instructions before the written confirmation is received. (D) The Custodian has offered the Client security procedures for the transmission of notice Instructions to the contrary from Custodian (and the Customer Client acknowledges that any person whose name is on file with it has received the same and agrees that the security procedures mutually agreed to by the Client and the Custodian pursuant to are commercially reasonable). As long as the Custodian acts in compliance with such security procedures and this Section has been 5, it shall have no further duty to verify the identity or authority of the person giving or confirming, or the genuineness or contents of, any Instruction. (E) The Custodian is authorized to rely upon any Instructions received by any means, provided that the Customer Custodian and the Client have agreed upon the means of transmission and the method of identification for such Instructions. (F) Instructions are to give be given in the Instructions in question and that such authorization has not been revokedEnglish language. The Custodian may act upon in its reasonable discretion and conclusively rely on, without any liability on its part, act upon what it reasonably believes in good faith such Instructions to the Customer or be; notwithstanding any other person provision hereof, the Custodian shall have the right, in its reasonable discretion to refuse to execute any such Instruction that the Custodian believes in good faith to be unauthorized or entity for any losses resulting therefromerroneous, in which event the Custodian shall notify the Client of such refusal and the reasons therefor without undue delay. (G) The Client agrees to be bound by any Instructions reasonably believed by it the Custodian to be furnished genuine, whether or not authorized, given to the Custodian in the Client's name and accepted by the proper person or persons as provided aboveCustodian without negligence in accordance with the provisions of this Section 5.

Instructions. The term "Instructions" means instructions from the Customer in respect of any of the Custodian's duties hereunder which have been received by the Custodian at its address set forth in Section 22 below (i) in writing The Collateral Custodian shall be entitled to refrain from taking any action unless it has such instruction (including, without limitation, facsimile transmission) or by tested telex signed or given by such one or more person or persons as the Customer shall have from time to time authorized in writing to give the particular class of Instructions in question and whose name and (if applicable) signature and office address have been filed with the Custodian, or (ii) which have been transmitted electronically through an electronic on-line service and communications system offered by the Custodian or other electronic instruction system acceptable to the Custodian, or (iii) a telephonic or oral communication by one or more persons as the Customer shall have from time to time authorized to give the particular class of Instructions in question and whose name has been filed with the Custodian; or (iv) upon receipt of such other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has agreed in writing to accept. Instructions in the form of oral communications Proper Instructions) from the Borrower (or the Servicer on the Borrower’s behalf), the Administrative Agent or the Collateral Agent, as applicable, as it reasonably deems necessary, and shall be confirmed entitled to require, upon notice to the Borrower, the Administrative Agent or the Collateral Agent, as applicable, that Proper Instructions to it be in writing. The Collateral Custodian shall have no liability for any action (or forbearance from action) taken pursuant to any Proper Instruction of the Borrower, the Servicer, the Administrative Agent or the Collateral Agent, as applicable, except in the case of its own gross negligence, fraud or willful misconduct. (ii) Whenever the Collateral Custodian is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Customer by tested telex Collateral Custodian it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to the respective duties of the Collateral Custodian hereunder, the Collateral Custodian may, so long as no Event of Default has occurred and is continuing, request instructions from the Servicer and may, after the occurrence and during the continuance of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Servicer or writing in the manner set forth in clause (i) aboveAdministrative Agent, but the lack of such confirmation as applicable. The Collateral Custodian shall in all events have no way affect liability, risk or cost for any action taken by the Custodian pursuant to and in reliance upon such oral instructions prior to the Custodian's receipt of such confirmation. Instructions may relate to specific transactions or to types or classes of transactions, and may be in the form of standing instructions. The Custodian shall have the night to assume in the absence of notice to the contrary from the Customer that any person whose name is on file compliance with the Custodian pursuant to this Section has been authorized by instruction of the Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person or persons as provided aboveAdministrative Agent.