Common use of Role of Agent Clause in Contracts

Role of Agent. (i) The Agent is registered as a broker-dealer with the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority, is acting hereunder for and on behalf of Dealer solely in its capacity as agent for Dealer pursuant to instructions from Dealer, and is not and will not be acting as Counterparty’s agent, broker, advisor or fiduciary in any respect under or in connection with the Transaction. (ii) In addition to acting as Dealer’s agent in executing the Transaction, the Agent is authorized from time to time to give written payment and/or delivery instructions to Counterparty directing it to make its payments and/or deliveries under the Transaction to an account of the Agent for remittance to Dealer (or its designee), and for that purpose any such payment or delivery by Counterparty to the Agent shall be treated as a payment or delivery to Dealer. (iii) Except as otherwise provided herein, any and all notices, demands, or communications of any kind transmitted in writing by either Dealer or Counterparty under or in connection with the Transaction will be transmitted exclusively by such party to the other party through the Agent at the following address: ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Equity Derivatives (iv) The Agent shall have no responsibility or liability to Dealer or Counterparty for or arising from (A) any failure by either Dealer or Counterparty to perform any of their respective obligations under or in connection with the Transaction, (B) the collection or enforcement of any such obligations, or (C) the exercise of any of the rights and remedies of either Dealer or Counterparty under or in connection with the Transaction. Each of Dealer and Counterparty agrees to proceed solely against the other to collect or enforce any such obligations, and the Agent shall have no liability in respect of the Transaction except for its gross negligence or willful misconduct in performing its duties as the agent of Dealer. (v) Upon written request, the Agent will furnish to Dealer and Counterparty the date and time of the execution of the Transaction and a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction.

Role of Agent. Credit Suisse AG, New York branch, in its capacity as Agent will be responsible for (A) effecting the Transaction, (B) issuing all required confirmations and statements to Dealer and Company, (C) maintaining books and records relating to the Transaction in accordance with its standard practices and procedures and in accordance with applicable law and (D) unless otherwise requested by Company, receiving, delivering, and safeguarding Company’s funds and any securities in connection with the Transaction, in accordance with its standard practices and procedures and in accordance with applicable law. (i) The Agent is registered as a broker-dealer acting in connection with the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority, is acting hereunder for and on behalf of Dealer Transaction solely in its capacity as agent Agent for Dealer and Company pursuant to instructions from Dealer, Dealer and is not and will not be acting as Counterparty’s agent, broker, advisor or fiduciary in any respect under or in connection with the Transaction. (ii) In addition to acting as Dealer’s agent in executing the Transaction, the Agent is authorized from time to time to give written payment and/or delivery instructions to Counterparty directing it to make its payments and/or deliveries under the Transaction to an account of the Agent for remittance to Dealer (or its designee), and for that purpose any such payment or delivery by Counterparty to the Agent shall be treated as a payment or delivery to Dealer. (iii) Except as otherwise provided herein, any and all notices, demands, or communications of any kind transmitted in writing by either Dealer or Counterparty under or in connection with the Transaction will be transmitted exclusively by such party to the other party through the Agent at the following address: ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Equity Derivatives (iv) The Company. Agent shall have no responsibility or personal liability to Dealer or Counterparty for or Company arising from (A) any failure by either Dealer or Counterparty Company to pay or perform any of their respective obligations under or in connection with the Transaction, (B) the collection or enforcement of any such obligationshereunder, or (C) the exercise of any of the rights and remedies of either to monitor or enforce compliance by Dealer or Counterparty under or in connection Company with the Transactionany obligations hereunder, including, without limitation, any obligations to maintain collateral. Each of Dealer and Counterparty Company agrees to proceed solely against the other to collect or enforce recover any such obligations, and securities or monies owing to it in connection with or as a result of the Transaction. Agent shall otherwise have no liability in respect of the Transaction Transaction, except for its gross negligence or willful misconduct in performing its duties as the agent of DealerAgent. (vii) Upon written request, the Agent will furnish to Dealer and Counterparty the The date and time of the execution of the Transaction evidenced hereby will be furnished by Agent to Dealer and Company upon written request. (iii) Agent will furnish to Company upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the TransactionTransaction evidenced hereby. (iv) Dealer and Company each represents and agrees (A) that the Transaction is not unsuitable for it in the light of such party’s financial situation, investment objectives and needs and (B) that it is entering into the Transaction in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other party or Agent. (v) Dealer is regulated by The Securities and Futures Authority and has entered into the Transaction as principal. The time at which the Transaction was executed will be notified to Company (through Agent) on request.

Role of Agent. (i) The Agent is registered as a broker-dealer with the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority, is acting hereunder for and on behalf of Dealer solely in its capacity as agent for Dealer pursuant to instructions from Dealer, and is not and will not be acting as CounterpartyCompany’s agent, broker, advisor or fiduciary in any respect under or in connection with the Transaction. (ii) In addition to acting as Dealer’s agent in executing the Transaction, the Agent is authorized from time to time to give written payment and/or delivery instructions to Counterparty Company directing it to make its payments and/or deliveries under the Transaction to an account of the Agent for remittance to Dealer (or its designee), and for that purpose any such payment or delivery by Counterparty Company to the Agent shall be treated as a payment or delivery to Dealer. (iii) Except as otherwise provided herein, any and all notices, demands, or communications of any kind transmitted in writing by either Dealer or Counterparty Company under or in connection with the Transaction will be transmitted exclusively by such party to the other party through the Agent at the following address: ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Equity Derivatives (iv) The Agent shall have no responsibility or liability to Dealer or Counterparty Company for or arising from (A) any failure by either Dealer or Counterparty Company to perform any of their respective obligations under or in connection with the Transaction, (B) the collection or enforcement of any such obligations, or (C) the exercise of any of the rights and remedies of either Dealer or Counterparty Company under or in connection with the Transaction. Each of Dealer and Counterparty Company agrees to proceed solely against the other to collect or enforce any such obligations, and the Agent shall have no liability in respect of the Transaction except for its gross negligence or willful misconduct in performing its duties as the agent of Dealer. (v) Upon written request, the Agent will furnish to Dealer and Counterparty Company the date and time of the execution of the Transaction and a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction.

Role of Agent. (i) The Agent is registered as a broker-dealer with the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority, is acting hereunder for and on behalf of Dealer solely in its capacity as agent for Dealer pursuant to instructions from Dealer, and is not and will not be acting as the Counterparty’s agent, broker, advisor or fiduciary in any respect under or in connection with the Transaction. (ii) In addition to acting as Dealer’s agent in executing the Transaction, the Agent is authorized from time to time to give written payment and/or delivery instructions to the Counterparty directing it to make its payments and/or deliveries under the Transaction to an account of the Agent for remittance to Dealer (or its designee), and for that purpose any such payment or delivery by the Counterparty to the Agent shall be treated as a payment or delivery to Dealer. (iii) Except as otherwise provided herein, any and all notices, demands, or communications of any kind transmitted in writing by either Dealer or the Counterparty under or in connection with the Transaction will be transmitted exclusively by such party to the other party through the Agent at the following address: ▇W▇▇▇▇ Fargo Securities, LLC ▇2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇Floor Charlotte, ▇▇ ▇▇▇▇▇NC 28288-▇▇▇▇ 0601 Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Equity Derivatives (iv) The Agent shall have no responsibility or liability to Dealer or the Counterparty for or arising from (A1) any failure by either Dealer or the Counterparty to perform any of their respective obligations under or in connection with the Transaction, (B2) the collection or enforcement of any such obligations, or (C3) the exercise of any of the rights and remedies of either Dealer or the Counterparty under or in connection with the Transaction. Each of Dealer and the Counterparty agrees to proceed solely against the other to collect or enforce any such obligations, and the Agent shall have no liability in respect of the Transaction except for its gross negligence or willful misconduct in performing its duties as the agent of Dealer. (v) Upon written request, the Agent will furnish to Dealer and the Counterparty the date and time of the execution of the Transaction and a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction.

Role of Agent. Credit Suisse, New York branch, in its capacity as Agent will be responsible for (A) effecting this Transaction, (B) issuing all required confirmations and statements to Dealer and Counterparty, (C) maintaining books and records relating to this Transaction in accordance with its standard practices and procedures and in accordance with applicable law and (D) unless otherwise requested by Counterparty, receiving, delivering, and safeguarding Counterparty’s funds and any securities in connection with this Transaction, in accordance with its standard practices and procedures and in accordance with applicable law. (i) The Agent is registered as a broker-dealer acting in connection with the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority, is acting hereunder for and on behalf of Dealer this Transaction solely in its capacity as agent Agent for Dealer and Counterparty pursuant to instructions from DealerDealer and Counterparty. Agent shall have no responsibility or personal liability to Dealer or Counterparty arising from any failure by Dealer or Counterparty to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer or Counterparty with any obligation hereunder, including, without limitation, any obligations to maintain collateral. Each of Dealer and is not and will not be acting as Counterparty’s agent, broker, advisor Counterparty agrees to proceed solely against the other to collect or fiduciary in recover any respect under securities or monies owing to it in connection with the or as a result of this Transaction. Agent shall otherwise have no liability in respect of this Transaction, except for its gross negligence or willful misconduct in performing its duties as Agent. (ii) In addition to acting as Dealer’s agent in executing the Transaction, the Agent is authorized from time to time to give written payment and/or delivery instructions to Counterparty directing it to make its payments and/or deliveries under the Transaction to an account of the Agent for remittance to Dealer (or its designee), and for that purpose any such payment or delivery by Counterparty to the Agent shall be treated as a payment or delivery to Dealer. (iii) Except as otherwise provided herein, any Any and all notices, demands, or communications of any kind transmitted in writing by either relating to this Transaction between Dealer or and Counterparty under or in connection with the Transaction will shall be transmitted exclusively by such party to the other party through the Agent at the following address: ▇▇▇▇▇ Fargo SecuritiesCredit Suisse, LLC ▇▇▇ ▇▇▇▇▇ New York branch Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ For payments and deliveries: Facsimile No.: (▇▇▇) ▇▇▇-▇ ▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇ ▇▇▇▇ Attention/ (▇▇▇) ▇▇▇ ▇▇▇▇ For all other communications: Equity DerivativesFacsimile No.: (▇▇▇) ▇▇▇ ▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇ ▇▇▇▇ / (▇▇▇) ▇▇▇ ▇▇▇▇ / (▇▇▇) ▇▇▇ ▇▇▇▇ / (▇▇▇) ▇▇▇ ▇▇▇▇ (iii) The date and time of the Transaction evidenced hereby will be furnished by the Agent to Dealer and Counterparty upon written request. (iv) The Agent shall have no responsibility or liability to Dealer or Counterparty for or arising from (A) any failure by either Dealer or Counterparty to perform any of their respective obligations under or in connection with the Transaction, (B) the collection or enforcement of any such obligations, or (C) the exercise of any of the rights and remedies of either Dealer or Counterparty under or in connection with the Transaction. Each of Dealer and Counterparty agrees to proceed solely against the other to collect or enforce any such obligations, and the Agent shall have no liability in respect of the Transaction except for its gross negligence or willful misconduct in performing its duties as the agent of Dealer. (v) Upon written request, the Agent will furnish to Dealer and Counterparty the date and time of the execution of the Transaction and upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the TransactionTransaction evidenced hereby. (v) Dealer and Counterparty each represents and agrees (A) that this Transaction is not unsuitable for it in the light of such party’s financial situation, investment objectives and needs and (B) that it is entering into this Transaction in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other or the Agent. (vi) Dealer is regulated by The Securities and Futures Authority and has entered into this Transaction as principal. The time at which this Transaction was executed will be notified to Counterparty (through the Agent) on request.

Role of Agent. Credit Suisse, New York branch, in its capacity as Agent will be responsible for (A) effecting this Transaction, (B) issuing all required confirmations and statements to Dealer and Company, (C) maintaining books and records relating to this Transaction in accordance with its standard practices and procedures and in accordance with applicable law and (D) unless otherwise requested by Company, receiving, delivering, and safeguarding Company’s funds and any securities in connection with this Transaction, in accordance with its standard practices and procedures and in accordance with applicable law. (i) The Agent is registered as a broker-dealer acting in connection with the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority, is acting hereunder for and on behalf of Dealer this Transaction solely in its capacity as agent Agent for Dealer and Company pursuant to instructions from DealerDealer and Company. Agent shall have no responsibility or personal liability to Dealer or Company arising from any failure by Dealer or Company to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer or Company with any obligation hereunder, including, without limitation, any obligations to maintain collateral. Each of Dealer and is not and will not be acting as Counterparty’s agent, broker, advisor Company agrees to proceed solely against the other to collect or fiduciary in recover any respect under securities or monies owing to it in connection with the or as a result of this Transaction. Agent shall otherwise have no liability in respect of this Transaction, except for its gross negligence or willful misconduct in performing its duties as Agent. (ii) In addition to acting as Dealer’s agent in executing the Transaction, the Agent is authorized from time to time to give written payment and/or delivery instructions to Counterparty directing it to make its payments and/or deliveries under the Transaction to an account of the Agent for remittance to Dealer (or its designee), and for that purpose any such payment or delivery by Counterparty to the Agent shall be treated as a payment or delivery to Dealer. (iii) Except as otherwise provided herein, any Any and all notices, demands, or communications of any kind transmitted in writing by either relating to this Transaction between Dealer or Counterparty under or in connection with the Transaction will and Company shall be transmitted exclusively by such party to the other party through the Agent at the following address: ▇▇▇▇▇ Fargo SecuritiesCredit Suisse, LLC ▇▇▇ ▇▇▇▇▇ New York branch Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ For payments and deliveries: Facsimile No.: (▇▇▇) ▇▇▇-▇ ▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇ ▇▇▇▇ Attention/ (▇▇▇) ▇▇▇ ▇▇▇▇ For all other communications: Equity DerivativesFacsimile No.: (▇▇▇) ▇▇▇ ▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇ ▇▇▇▇ / (▇▇▇) ▇▇▇ ▇▇▇▇ / (▇▇▇) ▇▇▇ ▇▇▇▇ / (▇▇▇) ▇▇▇ ▇▇▇▇ (iii) The date and time of the Transaction evidenced hereby will be furnished by the Agent to Dealer and Company upon written request. (iv) The Agent shall have no responsibility or liability to Dealer or Counterparty for or arising from (A) any failure by either Dealer or Counterparty to perform any of their respective obligations under or in connection with the Transaction, (B) the collection or enforcement of any such obligations, or (C) the exercise of any of the rights and remedies of either Dealer or Counterparty under or in connection with the Transaction. Each of Dealer and Counterparty agrees to proceed solely against the other to collect or enforce any such obligations, and the Agent shall have no liability in respect of the Transaction except for its gross negligence or willful misconduct in performing its duties as the agent of Dealer. (v) Upon written request, the Agent will furnish to Dealer and Counterparty the date and time of the execution of the Transaction and Company upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the TransactionTransaction evidenced hereby. (v) Dealer and Company each represents and agrees (A) that this Transaction is not unsuitable for it in the light of such party’s financial situation, investment objectives and needs and (B) that it is entering into this Transaction in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other or the Agent. (vi) Dealer is regulated by The Securities and Futures Authority and has entered into this Transaction as principal. The time at which this Transaction was executed will be notified to Company (through the Agent) on request.

Role of Agent. Credit Suisse Securities (USA) LLC, in its capacity as Agent, will be responsible for (A) effecting this Transaction, (B) issuing all required confirmations and statements to Dealer and Company, (C) maintaining books and records relating to this Transaction in accordance with its standard practices and procedures and in accordance with applicable law and (D) unless otherwise requested by Company, receiving, delivering, and safeguarding Company’s funds and any securities in connection with this Transaction, in accordance with its standard practices and procedures and in accordance with applicable law. (i) The Agent is registered as a broker-dealer acting in connection with the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority, is acting hereunder for and on behalf of Dealer this Transaction solely in its capacity as agent Agent for Dealer and Company pursuant to instructions from DealerDealer and Company. Agent shall have no responsibility or personal liability to Dealer or Company arising from any failure by Dealer or Company to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer or Company with any obligation hereunder, including, without limitation, any obligations to maintain collateral. Each of Dealer and is not and will not be acting as Counterparty’s agent, broker, advisor Company agrees to proceed solely against the other to collect or fiduciary in recover any respect under securities or monies owing to it in connection with the or as a result of this Transaction. Agent shall otherwise have no liability in respect of this Transaction hereunder, by guaranty, endorsement or otherwise, except for its gross negligence or willful misconduct in performing its duties as Agent. (ii) In addition to acting as Dealer’s agent in executing the Transaction, the Agent is authorized from time to time to give written payment and/or delivery instructions to Counterparty directing it to make its payments and/or deliveries under the Transaction to an account of the Agent for remittance to Dealer (or its designee), and for that purpose any such payment or delivery by Counterparty to the Agent shall be treated as a payment or delivery to Dealer. (iii) Except as otherwise provided herein, any Any and all notices, demands, or communications of any kind transmitted in writing by either relating to this Transaction between Dealer or Counterparty under or in connection with the Transaction will and Company shall be transmitted exclusively by such party to the other party through the Agent at the following address: Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ Fargo Securities, LLC ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Senior Legal Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy to: Credit Suisse Securities (USA) LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ For payments and deliveries: Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Facsimile No.Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ AttentionFor all other communications: Attn: Equity DerivativesDerivatives Documentation Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (iii) The date and time of the Transaction evidenced hereby will be furnished by the Agent to Dealer and Company upon written request. (iv) The Agent shall have no responsibility or liability to Dealer or Counterparty for or arising from (A) any failure by either Dealer or Counterparty to perform any of their respective obligations under or in connection with the Transaction, (B) the collection or enforcement of any such obligations, or (C) the exercise of any of the rights and remedies of either Dealer or Counterparty under or in connection with the Transaction. Each of Dealer and Counterparty agrees to proceed solely against the other to collect or enforce any such obligations, and the Agent shall have no liability in respect of the Transaction except for its gross negligence or willful misconduct in performing its duties as the agent of Dealer. (v) Upon written request, the Agent will furnish to Dealer and Counterparty the date and time of the execution of the Transaction and Company upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the TransactionTransaction evidenced hereby. (v) Dealer and Company each represents and agrees (A) that this Transaction is not unsuitable for it in the light of such party’s financial situation, investment objectives and needs and (B) that it is entering into this Transaction in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other or the Agent.

Role of Agent. (i) The Agent is registered as a broker-dealer with the U.S. Securities and Exchange Commission and the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, is acting hereunder for and on behalf of Dealer solely in its capacity as agent for Dealer pursuant to instructions from Dealer, and is not and will not be acting as CounterpartyCompany’s agent, broker, advisor or fiduciary in any respect under or in connection with the this Transaction. (ii) In addition to acting as Dealer’s agent in executing the this Transaction, the Agent is authorized from time to time to give written payment and/or delivery instructions to Counterparty Company directing it to make its payments and/or deliveries under the this Transaction to an account of the Agent for remittance to Dealer (or its designee), and for that purpose any such payment or delivery by Counterparty Company to the Agent shall be treated as a payment or delivery to Dealer. (iii) Except as otherwise provided herein, any and all notices, demands, or communications of any kind transmitted in writing by either Dealer or Counterparty Company under or in connection with the this Transaction will be transmitted exclusively by such party Party to the other party Party through the Agent at the following address: ▇▇▇▇▇ Fargo SecuritiesWachovia Capital Markets, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Equity Derivatives (iv) The Agent shall have no responsibility or liability to Dealer or Counterparty Company for or arising from (A) any failure by either Dealer or Counterparty Company to perform any of their respective obligations under or in connection with the this Transaction, (B) the collection or enforcement of any such obligations, or (C) the exercise of any of the rights and remedies of either Dealer or Counterparty Company under or in connection with the this Transaction. Each of Dealer and Counterparty Company agrees to proceed solely against the other to collect or enforce any such obligations, and the Agent shall have no liability in respect of the this Transaction except for its gross negligence or willful misconduct in performing its duties as the agent of Dealer. (v) Upon written request, the Agent will furnish to Dealer and Counterparty Company the date and time of the execution of the this Transaction and a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the this Transaction.

Role of Agent. (i) The Agent is registered as a broker-dealer with the U.S. Securities and Exchange Commission and the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, is acting hereunder for and on behalf of Dealer solely in its capacity as agent for Dealer pursuant to instructions from Dealer, and is not and will not be acting as Counterparty’s agent, broker, advisor or fiduciary in any respect under or in connection with the this Transaction. (ii) In addition to acting as Dealer’s agent in executing the this Transaction, the Agent is authorized from time to time to give written payment and/or delivery instructions to Counterparty directing it to make its payments and/or deliveries under the this Transaction to an account of the Agent for remittance to Dealer (or its designee), and for that purpose any such payment or delivery by Counterparty to the Agent shall be treated as a payment or delivery to Dealer. (iii) Except as otherwise provided herein, any and all notices, demands, or communications of any kind transmitted in writing by either Dealer or Counterparty under or in connection with the this Transaction will be transmitted exclusively by such party Party to the other party Party through the Agent at the following address: ▇▇▇▇▇ Fargo SecuritiesWachovia Capital Markets, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Equity Derivatives (iv) The Agent shall have no responsibility or liability to Dealer or Counterparty for or arising from (A) any failure by either Dealer or Counterparty to perform any of their respective obligations under or in connection with the this Transaction, (B) the collection or enforcement of any such obligations, or (C) the exercise of any of the rights and remedies of either Dealer or Counterparty under or in connection with the this Transaction. Each of Dealer and Counterparty agrees to proceed solely against the other to collect or enforce any such obligations, and the Agent shall have no liability in respect of the this Transaction except for its gross negligence or willful misconduct in performing its duties as the agent of Dealer. (v) Upon written request, the Agent will furnish to Dealer and Counterparty the date and time of the execution of the this Transaction and a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the this Transaction.