Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Company (an “SPC”) the option to provide all or any part of any Revolving Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that

No Funding of Plan. The Company shall not be required to fund or otherwise segregate any cash or any other assets, which may at any time be paid to Participants under the Plan. The Plan shall constitute an “unfunded” plan of the Company. The Company shall not, by any provisions of the Plan, be deemed to be a trustee of any property, and any rights of any Participant or former Participant shall be no greater than those of a general unsecured creditor or shareholder of the Company, as the case may be.

Funding of Exchange Account. The Bank shall have delivered or caused to be delivered the Merger Consideration to the Exchange Agent.

Client-to-Client Funding. If [[Organization B:Organization]] submits a Request to [[Organization C:Organization]] for [[Organization C:Organization]] to purchase a Participation Interest in a Mortgage Loan from [[Organization B:Organization]] hereunder to pay off a Mortgage Loan in which [[Organization C:Organization]] already holds an ownership interest pursuant to a separate agreement with a different mortgage company (each, a “Client-to-Client Funding”), then [[Organization B:Organization]]: # shall provide any and all documents and information [[Organization C:Organization]] requests regarding or related to such Participation Interest representing the Client-to- Client Funding; and # acknowledges and agrees that, without limiting any other provision in this Article 2 relating to the purchase of such Participation Interest, any such Client-to-Client Funding shall be conditioned upon the timely satisfaction of all other conditions [[Organization C:Organization]] may in its sole and absolute discretion determine to be necessary or appropriate, including the consent of the original mortgage company to the Client-to-Client Funding and [[Organization C:Organization]]’s agreement to the application of the funds advanced under the Client-to-Client Funding.

Interest, Funding Losses, Etc. All prepayments under this Section 2.07 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurocurrency Rate Loan or a SOFR Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan or SOFR Loan, as applicable, pursuant to [Section 3.05].

Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any ​ (a “Granting ​”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting ​ to the Administrative ​ and the ​ (an “SPC”) the option to provide all or any part of any Loan that such Granting ​ would otherwise be obligated to make pursuant to this Agreement; provided that # nothing herein shall constitute a commitment by any SPC to fund any Loan, and # if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting ​ shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that # neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the ​ under this Agreement (including its obligations under [Sections 3.01, 3.04 and 3.05]5]5]), # no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a ​ would be liable, and # the Granting ​ shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the ​ of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting ​ to the same extent, and as if, such Loan were made by such Granting ​. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may # with notice to, but without prior consent of the ​ and the Administrative ​ and with the payment of a processing fee of $3,500 (which processing fee may be waived by the Administrative ​ in its sole discretion), assign all or any portion of its right to receive payment with respect to any Loan to the Granting ​ and # disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

Funding the Deferral Account. Deferred fee accounts will not be funded. The accounts will be maintained by A&B only as book accounts, and no trust account, fiduciary relationship, or other security arrangement will be established, other than, at the option of A&B, an escrow account the amounts in which remain subject to the claims of A&B's general creditors in the event of insolvency or bankruptcy. Because this Plan is unfunded, the Outside Directors must rely solely on the general credit of A&B for payment of deferred fees. However, A&B in its sole discretion may establish and maintain a “rabbi” trust, which shall be a trust in which the Company may deposit amounts determined under the Plan. Any “rabbi” trust assets are subject to the claims of A&B’s creditors in the event of bankruptcy or insolvency, until paid to the Outside Directors and their beneficiaries. The “rabbi” trust shall constitute an unfunded arrangement providing deferred compensation to a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Confidentiality and disclosure

c/o [[Organization H:Organization]]

discuss, prepare and approve for submission to the JSC all Research Plans, Early Clinical Development Plans and Late Clinical Development Plans, and all annual and interim amendments to Research Plans, Early Clinical Development Plans and Late Clinical Development Plans for, respectively, Research Candidates and Development Candidates in the Territory;