Additional Representations and Covenants of Counterparty. In addition to the representations and covenants in the Agreement, Counterparty represents and covenants to Dealer that:

is an “institutional account” as defined in FINRA Rule 4512(c);

Covenants; Representations and Warranties. The covenants and representations and warranties of ​, as Servicer, shall apply to Computershare as Successor Servicer but shall be deemed modified to the extent necessary to apply to Computershare; provided, however, that prior to or promptly following the Assumption Date, applicable modifications and amendments shall be agreed upon by Computershare and the Administrative Agent, as contemplated by [Section 7.16(f)].

Representations and Warranties; Covenants. (a) Each Guarantor hereby represents and warrants to each [[Organization A:Organization]] and the Administrative Agent that the representations and warranties contained in Section 6 of the Credit Agreement, to the extent that such representations and warranties contained therein are applicable to it, are true and correct in all material respects, each such representation and warranty set forth in such Section 6 (to the extent applicable to it) being hereby incorporated herein by reference as though specifically set forth in this Section 7. Each Guarantor hereby agrees to perform the covenants set forth in Sections 7 and 8 of the Credit Agreement (to the extent that such covenants are applicable to it) as if the covenants were set forth herein.

Representations, Warranties and Covenants. Each of the Parties hereto represents, warrants and covenants, as applicable, to the other, with respect to facts and issues relating to it, that:

Representations, Warranties and Covenants. The Borrower represents, warrants and covenants to the Lender:

REPRESENTATIONS, COVENANTS AND WARRANTIES. Each of Holdings and the Company represents, covenants and warrants as follows, on the date of this Agreement and at each other time the following representations, covenants and warranties are required to be made pursuant to the other provisions of this Agreement:

Additional Covenants. The Servicer will # immediately notify the Borrower, the Backup Servicer, the Administrative Agent, each Agent, each Lender and the Securities Intermediary of the existence of any Lien on any portion of the Collateral (other than the Lien of the Administrative Agent and Permitted Liens) if the Servicer has actual knowledge thereof, # defend the right, title and interest of such entities in, to and under the Collateral against all claims of third parties claiming through or under the Servicer, # transfer to the Securities Intermediary for deposit into the Collection Account, all payments received by the Servicer with respect to the Collateral in accordance with this Agreement other than during a Dominion Period or a Report Failure Period, # comply with the terms and conditions of this Agreement relating to the obligation of the Borrower to remove Receivables from the Collateral pursuant to this Agreement and the obligation of ​ to reacquire Receivables from the Borrower pursuant to the Second Tier Purchase Agreement, # promptly notify the Borrower, the Administrative Agent, each Agent, each Lender, the Backup Servicer and

Counterparty Purchases. Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall not, without the prior written consent of ​, directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on Shares or securities that are convertible into, or exchangeable or exercisable for, Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period or, if applicable, Settlement Valuation Period, except through ​, and, if ​ is requested to make any such purchases, ​ will cooperate in good faith and in a commercially reasonable manner with Counterparty to execute and deliver mutually acceptable documentation pursuant to which ​ shall make any such purchases (each such purchase, an “Open Market Repurchase”). All Open Market Repurchases will be subject to the “Concurrent OMR Parameters” set forth in any Supplemental Confirmation for a Transaction then outstanding. The documentation governing any Open Market Repurchases will include customary provisions relating to Rule 10b-18.

ADDITIONAL REPRESENTATIONS. Executive Releasor further represents and warrants that Executive Releasor has not filed any civil action, suit, arbitration, administrative charge, or legal proceeding against any Employer Releasees nor, has Executive Releasor assigned, pledged, or hypothecated as of the Effective Date any Claim to any person and no other person has an interest in the Claims that he is releasing.