Common use of Affected Parties Clause in Contracts

Affected Parties. For purposes of Section 6(e) of the Master Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of the agreement between Party B and MLI by executing the copy of this Confirmation enclosed for that purpose and returning it to the Agent by facsimile transmission (Telecopier No. (000) 000-0000). Confirmed as of the date first above written: MXXXXXX LXXXX INTERNATIONAL By: /s/ Wxxxxxx Xxxxxx Name: Wxxxxxx Xxxxxx Title: Senior Specialist and Authorized Signatory Acknowledged and agreed as to matters relating to the Agent: MXXXXXX LYNCH, PXXXXX, FXXXXX & SXXXX INCORPORATED, solely in its capacity as Agent hxxxxxxxx By: /s/ Fxxx Xxxxxxxx Name: Fxxx Xxxxxxxx Title: Vice President and Authorized Signatory AFFILIATED MANAGERS GROUP, INC. By: /s/ Jxxx Xxxxxxxx, III Name: Jxxx Xxxxxxxx, XXX Title: Executive Vice President, General Counsel and Secretary Exhibit A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Affiliated Managers Group, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of Forward Stock Purchase Transaction between the Company and ML (ML as Seller), dated as of October 12, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Master Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. OTC Convertible Note Hedge Please confirm that the foregoing correctly sets forth the terms of the our agreement between Party B and MLI by executing the copy of this Confirmation enclosed for that purpose and returning it to the Agent by facsimile transmission (Telecopier Nous. (000) 000-0000)Very truly yours, MXXXXXX LXXXX FINANCIAL MARKETS, INC. By: /s/ Fxxx Xxxxxxxx Name: Fxxx Xxxxxxxx Title: Authorized Signatory Confirmed as of the date first above written: MXXXXXX LXXXX INTERNATIONAL MORGANS HOTEL GROUP CO. By: /s/ Wxxxxxx Mxxx Xxxxxx Name: Wxxxxxx Mxxx Xxxxxx Title: Senior Specialist and Authorized Signatory Chief Investment Officer & Executive Vice President of Capital Markets Acknowledged and agreed as to matters relating to the Agent: MXXXXXX LYNCH, PXXXXX, FXXXXX & SXXXX INCORPORATED, solely INCORPORATED Solely in its capacity as Agent hxxxxxxxx hereunder By: /s/ Fxxx Xxxxxxxx Axxxxxxx Xxxxx Name: Fxxx Xxxxxxxx Axxxxxxx Xxxxx Title: Vice President and Authorized Signatory AFFILIATED MANAGERS GROUP, INC. By: /s/ Jxxx Xxxxxxxx, III Name: Jxxx Xxxxxxxx, XXX Title: Executive Vice President, General Counsel and Secretary Exhibit EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Affiliated Managers Group, Inc. Morgans Hotel Group Co. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx InternationalFinancial Markets, Inc., a company organized under the laws of England and Wales incorporated in Delaware (“ML”), under the terms of the Confirmation of Forward Stock Purchase Transaction OTC Convertible Note Hedge between the Company and ML (ML as Seller), dated as of October 1211, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the ConfirmationConfirmation arising before or after such termination. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Master Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of the our agreement between Party B and MLI by executing the copy of this Master Confirmation enclosed for that purpose and returning it to the Agent by facsimile transmission (Telecopier Nous. (000) 000-0000). Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: /s/ X. Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorised Signatory Confirmed as of the date first above written: MXXXXXX LXXXX INTERNATIONAL FRANKLIN RESOURCES, INC. By: /s/ Wxxxxxx Xxxxxx Xxxxxxx Xxxxx Name: Wxxxxxx Xxxxxx Xxxxxxx Xxxxx Title: Senior Specialist and Authorized Signatory S.V.P. / C.F.O. Acknowledged and agreed as to matters relating to the Agent: MXXXXXX LYNCHXXXXXXX XXXXX, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED, solely in its capacity as Agent hxxxxxxxx hereunder By: /s/ Fxxx Xxxxxxxx Xxxxx Name: Fxxx Xxxxxxxx Xxxxx Title: Vice President EXHIBIT A FORM OF SUPPLEMENTAL CONFIRMATION Supplemental Confirmation of OTC ASAP Minus (VWAP Pricing) Date: March 13, 2007 ML Ref: • To: Franklin Resources, Inc. (“Counterparty”) Attention: Xxxxxx Xxxxxxx From: Xxxxxxx Xxxxx International (“MLI”) Xxxxxxx Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC ASAP Minus (VWAP Pricing) between Counterparty and Authorized MLI, dated as of March 13, 2007. The purpose of this Supplemental Confirmation is to confirm the terms and conditions of a Transaction under the Master Confirmation. The terms of the Transaction to which the Supplemental Confirmation relates are as follows: Trade Date: March 13, 2007 Initial Share Price: USD $116.14 Valuation Date: *******, 2007 First Acceleration Date: *******, 2007 Number of Shares: 4,000,000 Aggregate Adjustment Amount: ******* Ordinary Dividend Amount: USD $******* Scheduled Dividend Dates: ********************* Settlement Price Adjustment Amount: ******* basis points multiplied by ******* Valuation Period: Notwithstanding the definition of Valuation Period in the Master Confirmation dated March 13, 2007, the following definition shall apply to this Transaction: “For each Transaction, each Scheduled Trading Day from and including the third Business Day after the Trade Date to and including the Valuation Date; provided, that with respect to each Suspension Event (if any) affecting such Scheduled Trading Days, MLI may, by written notice to Counterparty (which notice shall not specify the reason for MLI’s election to suspend the Valuation Period), exclude the Scheduled Trading Day(s) on which such Suspension Event has occurred (such days, “Suspension Event Days”) and extend the last possible Valuation Date by the total number of such Suspension Event Days; provided, further, that notwithstanding anything to the contrary in the Equity Definitions, to the extent that any Scheduled Trading Days in the Valuation Period are Disrupted Days, the Calculation Agent may exclude such Disrupted Days and extend the last possible Valuation Date by the number of such Disrupted Days (in addition to any Suspension Event Days, without duplication). Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: /s/ X. Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorised Signatory AFFILIATED MANAGERS GROUPConfirmed as of the date first above written: FRANKLIN RESOURCES, INC. By: /s/ Jxxx Xxxxxxxx, III Xxxxxxx Xxxxx Name: Jxxx Xxxxxxxx, XXX Xxxxxxx Xxxxx Title: Executive Vice PresidentS.V.P. / C.F.O. Acknowledged and agreed as to matters relating to the Agent: XXXXXXX XXXXX, General Counsel and Secretary Exhibit A XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent hereunder By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: EXHIBIT B GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Affiliated Managers GroupFranklin Resources, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“MLMLI”), under the terms of the Master Confirmation of Forward Stock Purchase Transaction OTC ASAP Minus (VWAP Pricing) between the Company and ML (ML as Seller)MLI, dated as of October 12March 13, 2007 (with the Supplemental Confirmations thereto, the “ConfirmationAgreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML MLI punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML MLI or otherwise, all as though such payment had not been made. This is a guarantee of payment in full, not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the ConfirmationAgreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML MLI or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the ConfirmationAgreement. This Guarantee shall continue to be effective if MX xxxxxx MLI merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLMLI; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against MLMLI. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the ConfirmationAgreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML MLI under the ConfirmationAgreement entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the ConfirmationAgreement, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Master Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of the our agreement between Party B and MLI by executing the copy of this Confirmation enclosed for that purpose and returning it to the Agent by facsimile transmission (Telecopier Nous. (000) 000-0000)Very truly yours, XXXXXXX XXXXX FINANCIAL MARKETS, INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory Confirmed as of the date first above written: MXXXXXX LXXXX INTERNATIONAL AAR CORP. By: /s/ Wxxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Name: Wxxxxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Title: Senior Specialist and Authorized Signatory President & COO Acknowledged and agreed as to matters relating to the Agent: MXXXXXX XXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX INCORPORATED, solely XXXXX INCORPORATED Solely in its capacity as Agent hxxxxxxxx hereunder By: /s/ Fxxx Xxxxxxxx Xxxxx Name: Fxxx Xxxxxxxx Xxxxx Title: Vice President and Authorized Signatory AFFILIATED MANAGERS GROUP, INC. By: /s/ Jxxx Xxxxxxxx, III Name: Jxxx Xxxxxxxx, XXX Title: Executive Vice President, General Counsel and Secretary Exhibit EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Affiliated Managers Group, Inc. AAR Corp. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx InternationalXxxxxxx Xxxxx Financial Markets, Inc., a company organized under the laws of England and Wales incorporated in Delaware (“ML”), under the terms of the Confirmation of Forward Stock Purchase Transaction OTC Convertible Note Hedge between the Company and ML (ML as Seller), dated as of October 12February 5, 2007 2008, with respect to the Reference Notes (as defined therein) of Company due 2014 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder constitute a guarantee of payment when due and not of collection and that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Master Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. OTC Convertible Note Hedge (2015) [Signatures follow on separate page] OTC Convertible Note Hedge (2015) Please confirm that the foregoing correctly sets forth the terms of the our agreement between Party B and MLI by executing the copy of this Confirmation enclosed for that purpose and returning it to the Agent by facsimile transmission (Telecopier Nous. (000) 000-0000). Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory Confirmed as of the date first above written: MXXXXXX LXXXX INTERNATIONAL MYLAN INC. By: /s/ Wxxxxxx Xxxxxx X. Xxxxxxxxx Name: Wxxxxxx Xxxxxx X. Xxxxxxxxx Title: Senior Specialist Executive Vice President and Authorized Signatory Chief Financial Officer Acknowledged and agreed as to matters relating to the Agent: MXXXXXX XXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX INCORPORATED, solely XXXXX INCORPORATED Solely in its capacity as Agent hxxxxxxxx hereunder By: /s/ Fxxx Xxxxxxxx Name: Fxxx /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx Title: Vice President and Authorized Signatory AFFILIATED MANAGERS GROUP, INC. By: /s/ Jxxx Xxxxxxxx, III Name: Jxxx Xxxxxxxx, XXX Title: Executive Vice President, General Counsel and Secretary Exhibit EXHIBIT A GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Affiliated Managers Group, Mylan Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of Forward Stock Purchase Transaction OTC Convertible Note Hedge between the Company and ML (ML as Seller), dated as of October 12September 9, 2007 2008, with respect to the Reference Notes (as defined therein) of Company due 2015 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder constitute a guarantee of payment when due and not of collection and that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX XX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. shall not exercise any rights that it may acquire by way of subrogation as a result of a payment by it under this Guarantee at any time when any of the obligations of ML shall have become due and remain unpaid. Any amount paid to ML & Co. in violation of the preceding sentence shall be held for the benefit of the Company and shall forthwith be paid to the Company to be credited and applied to such obligations of ML then due and unpaid. Subject to the foregoing, upon payment of all such obligations of ML, ML & Co. shall be subrogated to the rights of the Company against ML, and the Company agrees to take at ML & Co.’s expense such steps as ML &Co. may reasonably request to implement such subrogation. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.

Affected Parties. For purposes of Section 6(e) of the Master Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of the our agreement between Party B and MLI by executing the copy of this Master Confirmation enclosed for that purpose and returning it to the Agent by facsimile transmission (Telecopier Nous. (000) 000-0000). Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: MXXXXXX LXXXX INTERNATIONAL MAX CAPITAL GROUP LTD. By: /s/ Wxxxxxx Xxxxxx Name: Wxxxxxx Xxxxxx Title: Senior Specialist and Authorized Signatory Acknowledged and agreed as to matters relating to the Agent: MXXXXXX XXXXXXX LYNCH, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED, solely in its capacity as Agent hxxxxxxxx xxxxxxxxx By: /s/ Fxxx Xxxxxxxx Name: Fxxx Xxxxxxxx Title: Vice President and Authorized Signatory AFFILIATED MANAGERS GROUPEXHIBIT A FORM OF SUPPLEMENTAL CONFIRMATION Supplemental Confirmation of OTC Collared ASAP Minus Date: December 24, INC. By2007 ML Ref: /s/ Jxxx Xxxxxxxx, III NameTo: Jxxx Xxxxxxxx, XXX Title: Executive Vice President, General Counsel and Secretary Exhibit A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware Max Capital Group Ltd. (“ML & Co.Counterparty”), hereby unconditionally guarantees to Affiliated Managers Group, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales ) Attention: From: Xxxxx Xxxxxx Xxxxxxx Xxxxx International (“MLMLI”)) Xxxxxxx Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, under unless defined herein, have the terms of meanings set forth in the Master Confirmation of Forward Stock Purchase Transaction OTC Collared ASAP Minus between the Company and ML (ML as Seller)MLI, dated as of October 12December 24, 2007 (the “Confirmation”), including, in case 2007. The purpose of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according this Supplemental Confirmation is to confirm the terms thereof. In case and conditions of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by Transaction under the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this GuaranteeMaster Confirmation. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective The terms of the validityTransaction to which the Supplemental Confirmation relates are as follows: Trade Date: January 2, regularity or enforceability 2008 Prepayment Amount: $ 50,000,000 Forward Price Adjustment Amount: 2.29% of the Confirmation; the absence Hedge Period Reference Price Initial Share Delivery: A number of any action Shares equal to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment 90% of the amounts payable under Minimum Shares. First Acceleration Date: 22 scheduled Scheduled Trading Days after the ConfirmationHedge Completion Date. This Guarantee shall continue Scheduled Termination Date: 88 Scheduled Trading Days after the Hedge Completion Date subject to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any MLI’s right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes accelerate the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect Termination Date to any obligation of ML under date on or after the Confirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its termsFirst Acceleration Date.

Affected Parties. For purposes of Section 6(e) of the Master Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Confirmation OTC Convertible Note Hedge (amended) Please confirm that the foregoing correctly sets forth the terms of the our agreement between Party B and MLI by executing the copy company of this Confirmation enclosed for that purpose and returning it to the Agent by facsimile transmission (Telecopier Nous. (000) 000-0000). Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: /s/ RXXXXX XXXXXXXX Name: Rxxxxx Xxxxxxxx Title: Vice President Structured Products Documentation Confirmed as of the date first above written: MXXXXXX LXXXX INTERNATIONAL TEKTRONIX, INC. By: /s/ Wxxxxxx Xxxxxx JXXXX X. XXXXXX Name: Wxxxxxx Jxxxx X. Xxxxxx Title: Senior Specialist Vice President, General Counsel, and Authorized Signatory Secretary Acknowledged and agreed as to matters relating to the Agent: MXXXXXX LYNCHLXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATEDINCORPORATE, solely Solely in its capacity as Agent hxxxxxxxx hereunder By: /s/ Fxxx Xxxxxxxx AXXXXXXX XXXXX Name: Fxxx Xxxxxxxx Axxxxxxx Xxxxx Title: Vice President and Authorized Signatory AFFILIATED MANAGERS GROUP, INC. By: /s/ Jxxx Xxxxxxxx, III Name: Jxxx Xxxxxxxx, XXX Title: Executive Vice President, General Counsel and Secretary Exhibit Derivatives Documentation Confirmation OTC Convertible Note Hedge (amended) EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Affiliated Managers GroupTektronix, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales (“ML”), under the terms of the Confirmation of Forward Stock Purchase Transaction OTC Convertible Note Hedge between the Company and ML (ML as Seller), dated amended and restated as of October 12June 29, 2007 (the “Confirmation”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.. Confirmation OTC Convertible Note Hedge Guarantee (amended)

Affected Parties. For purposes of Section 6(e) of the Master Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of the our agreement between Party B and MLI by executing the copy of this Master Confirmation enclosed for that purpose and returning it to the Agent by facsimile transmission (Telecopier Nous. (000) 000-0000). Very truly yours, MXXXXXX LXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: MXXXXXX LXXXX INTERNATIONAL AFLAC INCORPORATED By: /s/ Wxxxxxx Xxxxxx Name: Wxxxxxx Xxxxxx Title: Senior Specialist and Authorized Signatory Acknowledged and agreed as to matters relating to the Agent: MXXXXXX LYNCHXXXXX, PXXXXXXXXXXX, FXXXXX & SXXXX INCORPORATED, solely in its capacity as Agent hxxxxxxxx hereunder By: /s/ Fxxx Xxxxxxxx Name: Fxxx Xxxxxxxx Title: Vice President and Authorized Signatory AFFILIATED MANAGERS GROUP, INC. ByEXHIBIT A FORM OF SUPPLEMENTAL CONFIRMATION Supplemental Confirmation of ASAP Minus (VWAP Pricing) Date: /s/ Jxxx Xxxxxxxx, III NameML Ref: Jxxx Xxxxxxxx, XXX TitleTo: Executive Vice President, General Counsel and Secretary Exhibit A GUARANTEE OF MXXXXXX LXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.Counterparty”), hereby unconditionally guarantees to Affiliated Managers Group, Inc. (the “Company”), the due and punctual payment of any and all amounts payable by ) Attention: From: Mxxxxxx Lxxxx International, a company organized under the laws of England and Wales International (“MLMLI”)) Mxxxxxx Lxxxx Financial Centre 2 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, under unless defined herein, have the terms of meanings set forth in the Master Confirmation of Forward Stock Purchase Transaction OTC ASAP Minus between the Company Counterparty and ML (ML as Seller)MLI, dated as of October 12February 4, 2007 (2008. The purpose of this Supplemental Confirmation is to confirm the “terms and conditions of a Transaction under the Master Confirmation”). The terms of the Transaction to which the Supplemental Confirmation relates are as follows: Trade Date: Initial Share Price: $ Scheduled Valuation Date: First Acceleration Date: Number of Shares: Aggregate Adjustment Amount: Ordinary Dividend Amount: Scheduled Ex-dividend Date: Settlement Price Adjustment Amount: Account Details: Account for payments to Counterparty: Account for payment to MLI: Address for notices or communications to Counterparty for all purposes: Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us. Very truly yours, including, in case MXXXXXX LXXXX INTERNATIONAL By: Name: Title: Confirmed as of default, interest on any amount due, when the date first above written: AFLAC INCORPORATED By: Name: Title: Acknowledged and agreed as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to matters relating to the terms thereof. In case of the failure of ML punctually to make any such paymentAgent: MXXXXXX XXXXX, ML XXXXXX, FXXXXX & Co. hereby agrees to make such paymentSXXXX INCORPORATED, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company solely in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (its capacity as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML or otherwise, all as though such payment had not been made. ML & Co. hereby agrees that its obligations Agent hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Confirmation; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Confirmation. This Guarantee shall continue to be effective if MX xxxxxx or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of ML; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against ML. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the Confirmation, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML under the Confirmation. This Guarantee becomes effective concurrent with the effectiveness of the Confirmation, according to its terms.By: Name: Title:

Affected Parties. For purposes of Section 6(e) of the Master Agreement, each party shall be deemed to be an Affected Party in connection with Illegality and any Tax Event. Please confirm that the foregoing correctly sets forth the terms of the our agreement between Party B and MLI by executing the copy of this Master Confirmation enclosed for that purpose and returning it to the Agent by facsimile transmission (Telecopier Nous. (000) 000-0000). Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: MXXXXXX LXXXX INTERNATIONAL OPENWAVE SYSTEMS INC. By: /s/ Wxxxxxx Xxxxxx Name: Wxxxxxx Xxxxxx Title: Senior Specialist and Authorized Signatory Acknowledged and agreed as to matters relating to the Agent: MXXXXXX LYNCHXXXXXXX XXXXX, PXXXXXXXXXXX, FXXXXX XXXXXX & SXXXX XXXXX INCORPORATED, solely in its capacity as Agent hxxxxxxxx hereunder By: /s/ Fxxx Xxxxxxxx Name: Fxxx Xxxxxxxx Title: Vice President EXHIBIT A FORM OF SUPPLEMENTAL CONFIRMATION Supplemental Confirmation of OTC VWAP Minus Date: ML Ref: To: Openwave Systems Inc. (“Counterparty”) Attention: Xxx Xxxxxx From: Xxxxxxx Xxxxx International (“MLI”) Xxxxxxx Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Dear Sir / Madam: Capitalized terms used herein, unless defined herein, have the meanings set forth in the Master Confirmation of OTC VWAP Minus between Counterparty and Authorized Signatory AFFILIATED MANAGERS GROUPMLI, dated as of January 30, 2007. The purpose of this Supplemental Confirmation is to confirm the terms and conditions of a Transaction under the Master Confirmation. The terms of the Transaction to which the Supplemental Confirmation relates are as follows: Trade Date: Prepayment Amount: Prepayment Date: Valuation Date: First Acceleration Date: Settlement Price Adjustment Amount: Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us. Very truly yours, XXXXXXX XXXXX INTERNATIONAL By: Name: Title: Confirmed as of the date first above written: OPENWAVE SYSTEMS INC. By: /s/ Jxxx Xxxxxxxx, III Name: Jxxx Xxxxxxxx, XXX Title: Executive Vice PresidentAcknowledged and agreed as to matters relating to the Agent: XXXXXXX LYNCH, General Counsel and Secretary Exhibit A XXXXXX, XXXXXX & XXXXX INCORPORATED, solely in its capacity as Agent xxxxxxxxx By: Name: Title: EXHIBIT B GUARANTEE OF MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC. FOR VALUE RECEIVED, receipt of which is hereby acknowledged, MXXXXXX LXXXX XXXXXXX XXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (“ML & Co.”), hereby unconditionally guarantees to Affiliated Managers Group, Openwave Systems Inc. (the “Company”), the due and punctual payment of any and all amounts payable by Mxxxxxx Lxxxx Xxxxxxx Xxxxx International, a company organized under the laws of England and Wales (“MLMLI”), under the terms of the Master Confirmation of Forward Stock Purchase Transaction OTC VWAP Minus between the Company and ML (ML as Seller)MLI, dated as of October 12January 30, 2007 (with the Supplemental Confirmations thereto, the “ConfirmationAgreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of ML MLI punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Company to ML & Co.; provided, however that delay by the Company in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Guarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, in whole or in part, is rescinded or must otherwise be returned by the Company upon the insolvency, bankruptcy or reorganization of ML MLI or otherwise, all as though such payment had not been made. This is a guarantee of payment in full, not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the ConfirmationAgreement; the absence of any action to enforce the same; any waiver or consent by the Company concerning any provisions thereof; the rendering of any judgment against ML MLI or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the ConfirmationAgreement. This Guarantee shall continue to be effective if MX xxxxxx MLI merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and dishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLMLI; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against MLMLI. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Company given in accordance with the notice provisions of the ConfirmationAgreement, effective upon receipt of such notice by the Company or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and effect with respect to any obligation of ML MLI under the ConfirmationAgreement entered into prior to the effectiveness of such notice of termination. This Guarantee becomes effective concurrent with the effectiveness of the ConfirmationAgreement, according to its terms.