Any Bank claiming any additional amounts payable pursuant to [subsection 2.13, 2.14 or 2.15]5]5] or exercising its rights under [subsection 2.12], shall, in accordance with the respective provisions thereof, provide notice to ​ and the Agent. Such notice to ​ and the Agent shall include details reasonably sufficient to establish the basis for such additional amounts payable or the rights to be exercised by the Bank.

Six-Month Delay Under Certain Circumstances. Notwithstanding anything in this Plan to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan by reason of a Participant’s separation from service during a period in which he or she is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. [Section 1.409A-3(j)(4)(ii)])] (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

The Borrower shall be permitted to replace any Lender that # requests reimbursement for amounts owing pursuant to Section 2.10 or 5.4 hereof, # is affected in the manner described in [Section 2.10(a)(iii)] hereof and as a result thereof any of the actions described in such Section is required to be taken or # becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that # such replacement does not conflict with any Requirement of Law, # no Event of Default under [Section 11.1(I)(a), (b), (f) or (g)])])])] hereof shall have occurred and be continuing at the time of such replacement, # the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11 or 5.4 hereof, as the case may be) owing to such replaced Lender prior to the date of replacement, # the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, # the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 hereof (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and # any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

No Additional Compensation. Employee acknowledges that, except as expressly provided in Benefits Section 2.3 or otherwise in this Agreement, Employee will not receive, nor is he entitled to, any additional compensation, severance, or benefits, except to the extent that Employee is eligible for continuation of such benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Bank hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to # pay and satisfy in full all payment liabilities then owed by such Defaulting Bank to the Administrative Agent, Issuing Bank or any Bank hereunder (and interest accrued thereon) and # acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this [clause (v)], then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Agreement until such compliance occurs.

As a supplement and without prejudice to other provisions of the VIE Agreements, if any promulgation of or any amendment to any PRC Laws, regulations or rules, or any change of the interpretation or application of such laws, regulations and rules, or any change of relevant registration procedures at any time makes Party A believe that the maintenance of the validity of this Agreement or the acceptance of the entrustment to exercise its rights in the manner as provided for in this Agreement will become illegal or violate such laws, regulations or rules, the trustor shall, as instructed by Party A in writing and as reasonably requested by Party A, immediately take any action and/or execute any agreement or other document in order to:

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement Shares, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

SECTION # Replacement of Lenders under Certain Circumstances

The CDSC on Class T1 shares is subject to reduction or waiver in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act and as described in the Funds’ registration statements or prospectuses and statements of additional information as from time to time in effect.

Pursuant to the Trust Agreement, the Company established a trust with the Trustee to hold monies and other property, together with the income thereon, for the uses and purposes and upon the terms and conditions set forth therein, including, primarily, in connection with the administration of the ​ System Excess Benefit Plan and certain employment agreements and deferred compensation agreements, but over time the Company and its affiliates have satisfied the obligations under the employment agreements and certain deferred compensation agreements, while also adding certain additional plans to the protections afforded under the Trust Agreement.