Common use of Administrative Borrower Clause in Contracts

Administrative Borrower. The Borrowers hereby irrevocably appoint Hortonworks as its borrowing agent and attorney-in-fact (in such capacities, the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity has been appointed the Administrative Borrower. The Borrowers hereby irrevocably appoint and authorize the Administrative Borrower (a) to provide the Administrative Agent with all notices with respect to Loans and all other financial accommodations obtained for its benefit and all other notices and instructions under this Agreement and the other Loan Documents, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans and other financial accommodations so made as if made directly by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefrom.

Administrative Borrower. The Borrowers Each Borrower including each Additional Borrower pursuant to Section 2.15, hereby irrevocably appoint Hortonworks appoints the Urban One, Inc. as its borrowing agent and attorney-in-fact (in such capacities, the “Administrative Borrower”) which appointment shall remain in full force ” hereunder for all purposes of this Agreement and effect unless the other Credit Documents, and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity has been appointed the Administrative Borrower. The Borrowers hereby irrevocably appoint and authorize the Administrative Borrower (a) to provide the Administrative Agent with all notices with respect to Loans and all other financial accommodations obtained for its benefit and all other notices and instructions shall act under this Agreement and the other Loan Credit Documents as the agent, attorney-in-fact and legal representative of such Borrowers for all purposes, including receiving account statements, giving and receiving all notices and consents hereunder or under any other Credit Documents, taking all other actions (bincluding in respect of compliance with covenants and certificates) and communications to receive notices and instructions such Borrowers from the Administrative Agent or any Lender. Each Borrower hereby agrees that (i) the Administrative Borrower may execute such documents on behalf of such Borrower as the Administrative Borrower deems appropriate in its sole discretion and each Borrower shall be obligated by all of the Lenders terms of any such document executed on its behalf and (and ii) any notice or instruction provided communication delivered by the Administrative Agent or any the Lender to the Administrative Borrower shall be deemed to have been given delivered to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As the disclosed principal for its agent, each Borrower shall be obligated to the The Administrative Agent and each Lender the Lenders may rely, and shall be fully protected in relying, on account of Loans and other financial accommodations so made as if made directly any certificate, report, information or any notice or communication made, given or executed by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding the manner by which such Loans whether in its own name or financial accommodations are recorded on the books behalf of another Borrower, and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither neither the Administrative Agent nor any other Lender shall have any obligation to see make any inquiry or request any confirmation from or on behalf of any other Borrower as to the application binding effect on it of any such proceeds therefromnotice or request.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints Caprius as its the borrowing agent and attorney-in-fact for all the Borrowers (in such capacities, the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Administrative Agent Purchaser shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity Borrower has been appointed the Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower (a) to provide the Administrative Agent Purchaser with all Disbursement Requests and other notices with respect to Loans and all other financial accommodations Advances obtained for its the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans Advances. It is understood that the handling of the loan account of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and Letters economical manner and at their request, and that the Purchaser shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of Credit its loan account in a combined fashion since the successful operation of each Borrower is dependent upon the continued successful performance of the integrated group. To induce the Purchaser to do so, and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As the disclosed principal for its agentin consideration thereof, each Borrower shall be obligated hereby jointly and severally agrees to indemnify the Purchaser and to hold the Purchaser harmless against any and all liability, cost, expense, loss or claim of damage or injury, made against the Purchaser by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Borrowers’ loan account as herein provided or (b) the Purchaser’s relying on any instructions of the Administrative Borrower, except that the Borrowers will have no liability to the Administrative Agent and each Lender on account of Loans and other financial accommodations so made as if made directly Purchaser under this Section 2.7 with respect to any liability to the extent that such liability has been caused by the Administrative Agent Purchaser’s willful misconduct or such Lender, as applicable, to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefromgross negligence.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks designates U.S. Holdings as its borrowing agent and attorney-in-fact the administrative Borrower (in such capacitiescapacity, the “Administrative Borrower”) which to act as its representative and agent on its behalf, for the purposes of giving instructions with respect to the disbursement of the proceeds of the Term Loans, giving and receiving all notices and consents hereunder or under any of the other Loan Documents and taking all other actions on behalf of each Borrower under the Loan Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from U.S. Holdings in its capacity as Administrative Borrower as a notice or communication from each Borrower. Each warranty, covenant, agreement and undertaking made on behalf of each Borrower by U.S. Holdings in its capacity as Administrative Borrower for the Borrowers shall be deemed for all purposes to have been made by each Borrower and shall be binding upon and enforceable against each Borrower to the same extent as it if the same had been made directly by each Borrower. Such appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that terminating such appointment has been revoked and that appointment. Borrowers shall have the right, to appoint another entity has been appointed the Administrative Borrower. The Borrowers hereby irrevocably appoint and authorize Borrower as the Administrative Borrower (a) to provide with the prior written consent of the Administrative Agent with all notices with respect (such consent not to Loans be unreasonably withheld or delayed). It is understood that the handling of the loan account and all other financial accommodations obtained for its benefit Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and all other notices economical manner and instructions under this Agreement at their request, and that neither the Administrative Agent nor the Lenders shall incur liability to the Borrowers as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the loan account and the other Loan Documents, (b) to receive notices and instructions from Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Administrative Agent and the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify the Administrative Agent and hold each Indemnified Party harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnified Party by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the loan account and Collateral of the Borrowers as herein provided, (b) the Administrative Agent and the Lenders relying on any notice instructions of the Administrative Borrower, or instruction provided (c) any other action taken by the Administrative Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested hereunder or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans and other financial accommodations so made as if made directly by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefrom.125

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks designates U.S. Holdings as its borrowing agent and attorney-in-fact the administrative Borrower (in such capacitiescapacity, the “Administrative Borrower”) which to act as its representative and agent on its behalf, for the purposes of giving instructions with respect to the disbursement of the proceeds of the Term Loan, giving and receiving all notices and consents hereunder or under any of the other Loan Documents and taking all other actions on behalf of each Borrower under the Loan Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from U.S. Holdings in its capacity as Administrative Borrower as a notice or communication from each Borrower. Each warranty, covenant, agreement and undertaking made on behalf of each Borrower by U.S. Holdings in its capacity as Administrative Borrower for the Borrowers shall be deemed for all purposes to have been made by each Borrower and shall be binding upon and enforceable against each Borrower to the same extent as it if the same had been made directly by each Borrower. Such appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that terminating such appointment has been revoked and that appointment. Borrowers shall have the right, to appoint another entity has been appointed the Administrative Borrower. The Borrowers hereby irrevocably appoint and authorize Borrower as the Administrative Borrower (a) to provide with the prior written consent of the Administrative Agent with all notices with respect (such consent not to Loans be unreasonably withheld or delayed). It is understood that the handling of the loan account and all other financial accommodations obtained for its benefit Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and all other notices economical manner and instructions under this Agreement at their request, and that neither the Administrative Agent nor the Lenders shall incur liability to the Borrowers as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the loan account and the other Loan Documents, (b) to receive notices and instructions from Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreementdo so, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As the disclosed principal for its agentin consideration thereof, each Borrower shall be obligated hereby jointly and severally agrees to indemnify the Administrative Agent and hold each Lender Indemnified Party harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnified Party by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the loan account and Collateral of the Borrowers as herein provided, (b) the Administrative Agent and the Lenders relying on account any instructions of Loans and the Administrative Borrower, or (c) any other financial accommodations so made as if made directly action taken by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding any Lender hereunder or under the manner by which such Loans or financial accommodations are recorded on the books and records of the other Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefromDocuments.

Administrative Borrower. The Borrowers Each Borrower hereunder hereby irrevocably appoint Hortonworks appoints Administrative Borrower as its borrowing the agent and attorney-in-fact (in for each such capacities, the “Administrative Borrower”) party which appointment shall remain in full force and effect unless and until the Administrative Agent Xxxxxx shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity specified Borrower has been appointed Administrative Xxxxxxxx. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower. The Borrowers hereby irrevocably appoint and authorize the Administrative Borrower : (a) to provide the Administrative Agent Lender with all notices with respect to Loans and all other financial accommodations obtained for its benefit and all other notices and instructions under this Agreement and the other Loan Documents, (b) to receive notices and instructions from the Administrative Agent and the Lenders Documents (and any notice or instruction provided by the Agent Administrative Borrower shall be deemed to be given by each Borrower hereunder and shall bind each Borrower), (b) to enter into any amendments to this Agreement on behalf of each Borrower, (c) to receive notices and instructions from Lender (and any notice or any instruction provided by Lender to the Administrative Borrower in accordance with the terms hereof shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit credit hereunder and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement Agreement. It is understood that the handling of the loan account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to each Borrower in order to utilize the collective borrowing powers of Borrower in the most efficient and economical manner and at their request, and that Lender shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the loan account and the other Loan DocumentsCollateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. As To induce the disclosed principal for its agentLender to do so, and in consideration thereof, each Borrower shall be obligated hereby jointly and severally agrees to indemnify Lender and hold Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against Lender by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the loan account and Collateral of each Borrower as herein provided, or (ii) Lender relying on any instructions of the Administrative Agent and each Lender on account of Loans and other financial accommodations so made as if made directly by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefrom.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks designates GeneDx, LLC as its borrowing agent and attorney-in-fact the administrative Borrower (in such capacitiescapacity, the “Administrative Borrower”) which to act as its representative and agent on its behalf, for the purposes of giving instructions with respect to the disbursement of the proceeds of the Term Loans, giving and receiving all notices and consents hereunder or under any of the other Loan Documents and taking all other actions on behalf of each Borrower under the Loan Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from GeneDx, LLC in its capacity as Administrative Borrower as a notice or communication from each Borrower. Each warranty, covenant, agreement and undertaking made on behalf of each Borrower by GeneDx, LLC in its capacity as Administrative Borrower for the Borrowers shall be deemed for all purposes to have been made by each Borrower and shall be binding upon and enforceable against each Borrower to the same extent as it if the same had been made directly by each Borrower. Such appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that terminating such appointment has been revoked and that appointment. Borrowers shall have the right, to appoint another entity has been appointed the Administrative Borrower. The Borrowers hereby irrevocably appoint and authorize the Borrower as Administrative Borrower (a) to provide with the prior written consent of the Administrative Agent with all notices with respect (such consent not to Loans be unreasonably withheld or delayed). It is understood that the handling of the loan account and all other financial accommodations obtained for its benefit Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and all other notices economical manner and instructions under this Agreement at their request, and that neither the Administrative Agent nor the Lenders shall incur liability to the Borrowers as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the loan account and the other Loan Documents, (b) to receive notices and instructions from Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Administrative Agent and the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify the Administrative Agent and hold each Indemnified Party harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnified Party by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the loan account and Collateral of the Borrowers as herein provided, (b) the Administrative Agent and the Lenders relying on any notice instructions of Administrative Borrower, or instruction provided (c) any other action taken by the Administrative Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested hereunder or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As In Witness Whereof, the disclosed principal for parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. Borrowers: Sema4 OpCo, Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer GeneDx, LLC By: GeneDx Holdings Corp., its agentsole member By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer Guarantor: GeneDx Holdings Corp. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer [Signature Page to Credit Agreement and Guaranty] Perceptive Credit Holdings IV, each Borrower shall be obligated LP as Administrative Agent and a Lender By: Perceptive Credit Opportunities GP, LLC, its general partner By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Credit Officer By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Portfolio Manager [Signature Page to Credit Agreement and Guaranty] Schedule 1 to Credit Agreement TRANCHE A TERM LOAN COMMITMENTS Lender Tranche A Term Loan Commitment Perceptive Credit Holdings IV, LP $50,000,000 Total $50,000,000 TRANCHE B TERM LOAN COMMITMENTS Lender Tranche B Term Loan Commitment Perceptive Credit Holdings IV, LP $25,000,000 Total $25,000,000 TRANCHE A WARRANT SHARES Lender Number of Warrant Shares Perceptive Credit Holdings IV, LP 800,000 Class A Shares TRANCHE B WARRANT SHARES* Lender Number of Warrant Shares Perceptive Credit Holdings IV, LP 400,000 Class A Shares * Issued on the Tranche B Term Loan Borrowing Date, if it occurs Schedule 2 Notice Addresses If to the Administrative Agent or any Lender: Perceptive Credit Holdings IV, LP c/o Perceptive Advisors LLC 00 Xxxxx Xxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx E-mail: [*] with a copy to (which shall not constitute notice): Xxxxxxx and each Lender on account of Loans and other financial accommodations so made as if made directly by the Administrative Agent Xxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxxx Xxxxxxx E-mail: [*] If to Borrowers or such Lenderany Guarantor: c/o GeneDx Holdings Corp. 000 Xxxxxx Xxxxxx North Tower, as applicable8th Floor Stamford, Connecticut 06902 Attention: General Counsel E-mail: [*] with a copy to such Borrower(which shall not constitute notice): Fenwick & West LLP 000 Xxxxxxxx 18th Floor New York, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefrom.New York 10010-6035 Attention: Xxxxx Xxxxxx

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks designates U.S. Holdings as its borrowing agent and attorney-in-fact the administrative Borrower (in such capacitiescapacity, the “Administrative Borrower”) which to act as its representative and agent on its behalf, for the purposes of giving instructions with respect to the disbursement of the proceeds of the Term Loans, giving and receiving all notices and consents hereunder or under any of the other Loan Documents and taking all other actions on behalf of each Borrower under the Loan Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from U.S. Holdings in its capacity as Administrative Borrower as a notice or communication from each Borrower. Each warranty, covenant, agreement and undertaking made on behalf of each Borrower by U.S. Holdings in its capacity as Administrative Borrower for the Borrowers shall be deemed for all purposes to have been made by each Borrower and shall be binding upon and enforceable against each Borrower to the same extent as it if the same had been made directly by each Borrower. Such appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that terminating such appointment has been revoked and that appointment. Borrowers shall have the right, to appoint another entity has been appointed the Administrative Borrower. The Borrowers hereby irrevocably appoint and authorize Borrower as the Administrative Borrower (a) to provide with the prior written consent of the Administrative Agent with all notices with respect (such consent not to Loans be unreasonably withheld or delayed). It is understood that the handling of the loan account and all other financial accommodations obtained for its benefit Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and all other notices economical manner and instructions under this Agreement at their request, and that neither the Administrative Agent nor the Lenders shall incur liability to the Borrowers as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the loan account and the other Loan Documents, (b) to receive notices and instructions from Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreementdo so, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As the disclosed principal for its agentin consideration thereof, each Borrower shall be obligated hereby jointly and severally agrees to indemnify the Administrative Agent and hold each Lender Indemnified Party harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnified Party by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the loan account and Collateral of the Borrowers as herein provided, (b) the Administrative Agent and the Lenders relying on account any instructions of Loans and the Administrative Borrower, or (c) any other financial accommodations so made as if made directly action taken by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding any Lender hereunder or under the manner by which such Loans or financial accommodations are recorded on the books and records of the other Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefromDocuments.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints Holdings as its the borrowing agent and attorney-–in-–fact for all Borrowers (in such capacities, the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity Borrower has been appointed the Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower (ai) to provide the Administrative Agent with all notices with respect to Loans and all other financial accommodations obtained for its benefit and all other notices and instructions under this Agreement and the other Loan DocumentsAgreement, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (eii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and (iii) to receive notices and communications under this Agreement from any Lender on behalf of any Credit Party. Any notices or communications by any Lender to one or more Credit Parties need only be delivered to the other Loan Documents. As Administrative Borrower to satisfy any notice requirement, and each Credit Party agrees that notices received by the disclosed principal for its agent, each Administrative Borrower shall be obligated to deemed received by each Credit Party upon the Administrative Agent Borrower’s receipt. The Borrowers hereby jointly and severally agree to indemnify each Lender and hold each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against any Lender by any Borrower or by any Credit Party or any other third party whosoever, arising from or incurred by reason of any Lender relying on account any instructions or notices of Loans and other financial accommodations so made as if made directly by the Administrative Agent Borrower or by reason of such Lender, as applicable, Lender delivering notices or communications solely to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefromprovided herein.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks designates the Company as its borrowing agent and attorney-in-fact administrative borrower (in such capacities, the “Administrative Borrower”) which to act as its representative and agent on its behalf, for the purposes of issuing Funding Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions on behalf of each Borrower under the Loan Documents. Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Company in its capacity as Administrative Borrower as a notice or communication from each Borrower. Each warranty, covenant, agreement and undertaking made on behalf of each Borrower by the Company in its capacity as Administrative Borrower for the Borrowers shall be deemed for all purposes to have been made by each Borrower and shall be binding upon and enforceable against each Borrower to the same extent as it if the same had been made directly by each of the Borrowers. Such appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower terminating such appointment. The Borrowers shall have the right, to appoint another Borrower as Administrative Borrower with the prior written consent of each Agent (such consent not to be unreasonably withheld or delayed). It is understood that such appointment has been revoked the handling of the loan account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that another entity has been appointed neither Administrative Agent nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the loan account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce Administrative Agent and the Lenders to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of (a) the handling of the loan account and Collateral of the Borrowers as herein provided, (b) Administrative Agent and the Lenders relying on any instructions of the Administrative Borrower. The Borrowers hereby irrevocably appoint and authorize the Administrative Borrower , or (ac) to provide the any other action taken by Administrative Agent with all notices with respect to Loans and all other financial accommodations obtained for its benefit and all other notices and instructions or any Lender hereunder or under this Agreement and the other Loan Documents, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender in each case, subject to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds terms of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans and other financial accommodations so made as if made directly by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefromSection 10.3.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints Xxxxx as its the borrowing agent and attorney-in-fact for all Loan Parties (in such capacities, the “"Administrative Borrower”) "), which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity Borrower has been appointed the Administrative Borrower. The Borrowers Each Loan Party hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower (a) to provide the Administrative Agent with all notices with respect to Term Loans and all other financial accommodations obtained Revolver Loans for its the benefit of any Loan Party and all other notices and instructions under this Agreement and the other Loan DocumentsDocuments (and any notice or instruction provided by the Administrative Borrower shall be deemed to be given by the Loan Parties hereunder and shall bind each Loan Party), (b) to receive notices and instructions from the Administrative Agent and the Lenders Lending Parties (and any notice or instruction provided by the Agent or any Lender Lending Party to the Administrative Borrower in accordance with the terms hereof shall be deemed to have been given to each BorrowerLoan Party), (c) entering into any amendment or waiver of any provision of this Agreement or any other Loan Document or any consent to provide any certificates departure by such Loan Party therefrom, on each Loan Party's behalf, and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement Agreement. It is understood that the handling of the Loans and the other Collateral and the administration of the Loan Documents. As the disclosed principal for its agentDocuments in a combined fashion, each Borrower shall be obligated as more fully set forth herein, is done solely as an accommodation to the Loan Parties in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that the Agents shall not incur liability to any Loan Party as a result hereof. Each Loan Party expects to derive benefit, directly or indirectly, from the handling of the Loans and the Collateral in a combined fashion since the successful operation of each Loan Party is dependent on the continued successful performance of the integrated group. To induce Administrative Agent and the Lenders to do so, and in consideration thereof, each Lender on account Loan Party hereby jointly and severally agrees to indemnify each Agent and the Lenders and hold them harmless against any and all liability, expense, loss or claim of damage or injury, made against an Agent by any Loan Party or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loans and other financial accommodations so made as if made directly by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding Collateral and the manner by which such Loans or financial accommodations are recorded on the books and records administration of the Loan Parties. The Administrative Borrower shall act Documents of the Loan Parties as a conduit for each Borrower herein provided or (including itself, as a “Borrower”ii) the Agents and the Lenders relying on whose behalf any instructions of the Administrative Agent has requested a Loan or other financial accommodationBorrower. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefrom.​

Administrative Borrower. The Borrowers Each of PCL, Alpha, Bxxxxx, Georgia, and Liberty hereby irrevocably appoint Hortonworks appoints Jxxxx as its the borrowing agent and attorney-in-fact for itself and each other Borrower (in such capacities, the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Administrative Agent Lender shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity Person has been appointed the Administrative Borrower. The Borrowers Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower (a) to provide the Administrative Agent Lender with all notices with respect to Loans Loans, Letters of Credit and all other financial accommodations extensions of credit obtained for its the benefit of Borrower and all other notices and instructions under this Agreement and the other Loan DocumentsAgreement, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, accept the proceeds of which shall be available any Loans for disbursement to each Borrower for such uses as are permitted under this Agreementthe applicable Borrower, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (ec) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Loans, Letters of Credit and other extensions of credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement Agreement. It is understood that the handling of the loan account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrower in order to utilize the collective borrowing powers of Borrower in the most efficient and economical manner and at their request, and that Lender shall not incur liability to Borrower as a result hereof. Borrower expects to derive benefit, directly or indirectly, from the handling of the loan account and the other Loan DocumentsCollateral in a combined fashion since the successful operation of Borrower is dependent on the continued successful performance of the integrated group. As To induce Lender to do so, and in consideration thereof, Borrower hereby jointly and severally agrees to indemnify Lender and hold Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against Lender by Borrower or by any third party whosoever, arising from or incurred by reason of (a) the disclosed principal for its agenthandling of the loan account and Collateral of Borrower as herein provided, each Borrower shall be obligated to or (b) Lender’s relying on any instructions of the Administrative Agent and each Lender on account of Loans and other financial accommodations so made as if made directly by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf it being acknowledged and agreed that the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any no obligation to see confirm that the proceeds of any Revolving Loan have been delivered to the application of such proceeds therefromapplicable Borrower).

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints the Company as its the borrowing agent and attorney-in-fact (in such capacitiesfor all Borrowers, the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity has been appointed the Administrative Borrowerrevoked. The Borrowers Each Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower Company (a) to provide the Administrative Agent with all notices with respect to Committed Loans and all other financial accommodations Letters of Credit obtained for its the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower Company deems appropriate on its behalf to obtain Committed Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement Agreement. It is understood that the handling of the loan account of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that Administrative Agent and the Lenders shall not incur liability to any Borrower or any other Loan Party as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of their loan account in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Administrative Agent and the Lenders to do so, and in consideration thereof, each Borrower (subject to the proviso below) agrees to indemnify each of the Administrative Agent and the Lenders and hold each of the Administrative Agent and the Lenders harmless against any and all liability, expense, loss or claim of damage or injury, made against any of the Administrative Agent or the Lenders by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Borrowers’ loan account as herein provided, (b) the Administrative Agent’s and the Lenders’ relying on any instructions of the Company, or (c) any other action taken by any of the Administrative Agent or any Lender hereunder or under the other Loan Documents. As , except that the disclosed principal for its agent, each Borrower shall be obligated Borrowers will have no liability to the Administrative Agent and each Lender on account or the Lenders or any Affiliate thereof under this Section 10.21 with respect to any liability that resulted solely from the gross negligence or willful misconduct of Loans and other financial accommodations so made as if made directly by the Administrative Agent or such Lender, as applicablethe case may be, to such and provided that in no case shall any Foreign Borrower be liable for the Obligations of any U.S. Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”more fully provided in Section 10.22(a) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefrombelow.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints the Company as its the borrowing agent and attorney-in-fact for all Borrowers (in such capacities, 33 the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity Borrower has been appointed the Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower to (ai) to provide the Administrative Agent with all notices with respect to Loans and all other financial accommodations obtained for its benefit and all other notices and instructions under this Agreement and the other Loan DocumentsAgreement, (bii) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and (iii) receive and distribute accordingly the other Loan Documentsproceeds from the Loans. As the disclosed principal for its agent, Each Borrower hereby jointly and severally agrees to indemnify each Borrower shall be obligated to Lender and the Administrative Agent and hold each Lender and the Administrative Agent harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lenders and the Administrative Agent by any Borrower or by any third party arising from or incurred by reason of any Lender’s or the Administrative Agent’s relying on account any instructions of Loans the Administrative Borrower; provided that such indemnity shall not be available to the extent that (a) any such liability, expense, loss or claim of damage or injury is determined by a court of competent jurisdiction by a final and other financial accommodations so made as if made directly by nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent or any such Lender, as applicablethe case may be, to or (b) any such Borrowerliability, notwithstanding the manner expense, loss or claim of damage or injury solely arises out of any successful claim made by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative any Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf against the Administrative Agent has requested a Loan or other financial accommodation. Neither any such Lender, as the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefromcase may be.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints Invacare as its the borrowing agent and attorney-in-fact for all Borrowers (in such capacities, the “"Administrative Borrower”) "), which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity Borrower has been appointed the Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower (a) to provide the Administrative Agent with all notices with respect to Revolving Loans and all other financial accommodations obtained for its the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan DocumentsDocuments (and any notice or instruction provided by Administrative Borrower shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Administrative Agent and the Lenders Lending Group (and any notice or instruction provided by any member of the Agent or any Lender Lending Group to the Administrative Borrower in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement Agreement. It is understood that the handling of the Loan Accounts and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lending Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Accounts and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lending Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lending Group and hold each member of the Lending Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lending Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loan Accounts and Collateral of Borrowers as herein provided, (ii) the Lending Group's relying on any instructions of the Administrative Borrower, or (iii) any other action taken by Administrative Agent hereunder or under the other Loan Documents. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans and other financial accommodations so made as if made directly by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefrom.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints Holdings as its the borrowing agent and attorney-in-fact for all Borrowers (in such capacities, the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity Borrower has been appointed the CREDIT AGREEMENT AMONG CIT FINANCE LLC, THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower (ai) to provide the Administrative Agent with all notices with respect to Loans and all other financial accommodations obtained for its benefit and all other notices and instructions under this Agreement and the other Loan DocumentsAgreement, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (eii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and (iii) to receive notices and communications under this Agreement from any Lender on behalf of any Credit Party. Any notices or communications by any Lender to one or more Credit Parties need only be delivered to the other Loan Documents. As Administrative Borrower to satisfy any notice requirement, and each Credit Party agrees that notices received by the disclosed principal for its agent, each Administrative Borrower shall be obligated to deemed received by each Credit Party upon the Administrative Agent Borrower’s receipt. The Borrowers hereby jointly and severally agree to indemnify each Lender and hold each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against any Lender by any Borrower or by any Credit Party or any other third party whosoever, arising from or incurred by reason of any Lender relying on account any instructions or notices of Loans and other financial accommodations so made as if made directly by the Administrative Agent Borrower or by reason of such Lender, as applicable, Lender delivering notices or communications solely to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefromprovided herein.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints Holdings as its the borrowing agent and attorney-in-fact for all Borrowers (in such capacities, the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity Borrower has been appointed the Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower (ai) to provide the Administrative Agent with all notices with respect to Loans and all other financial accommodations obtained for its benefit and all other notices and instructions under this Agreement and the other Loan DocumentsAgreement, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (eii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and (iii) to receive notices and communications under this Agreement from any Lender on behalf of any Credit Party. Any notices or communications by any Lender to one or more Credit Parties need only be delivered to the other Loan Documents. As Administrative Borrower to satisfy any notice requirement, and each Credit Party agrees that notices received by the disclosed principal for its agent, each Administrative Borrower shall be obligated to deemed received by each Credit Party upon the Administrative Agent Borrower’s receipt. The Borrowers hereby jointly and severally agree to indemnify each Lender and hold each Lender harmless against any and all (Credit Agreement) 99 liability, expense, loss or claim of damage or injury, made against any Lender by any Borrower or by any Credit Party or any other third party whosoever, arising from or incurred by reason of any Lender relying on account any instructions or notices of Loans and other financial accommodations so made as if made directly by the Administrative Agent Borrower or by reason of such Lender, as applicable, Lender delivering notices or communications solely to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefromprovided herein.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints Parent as its the borrowing agent and attorney-in-fact for all Borrowers (in such capacities, the “"Administrative Borrower”") which appointment shall remain in full force and effect unless and until the Administrative Agent Lender shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity Borrower has been appointed the Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower (a) to provide the Administrative Agent Lender with all notices with respect to Loans Advances, Letters of Credit and all other financial accommodations extensions of credit obtained for its the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (eb) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Advances, Letters of Credit and other extensions of credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement Agreement. Each Borrower hereby jointly and severally agrees to indemnify Lender and hold Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against Lender by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the other Loan Documents. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans and other financial accommodations so made as if made directly by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records handling of the Loan Parties. The Administrative Borrower shall act Account and Collateral of Borrowers as a conduit for each Borrower provided in this Section 1.7, or (including itself, as a “Borrower”ii) Lender's relying on whose behalf any instructions of the Administrative Agent Borrower, except that Borrowers will have no liability to Lender under this Section 1.7 with respect to any liability that has requested been finally determined by a Loan court of competent jurisdiction to have resulted solely from the gross negligence or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application willful misconduct of such proceeds therefromLender.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints Talecris Biotherapeutics, Inc. as its the borrowing agent and attorney-in-fact for the Borrowers (in such capacities, the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower all of the Borrowers that such appointment has been revoked and that another entity Borrower has been appointed the Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower (ai) to provide to the Administrative Agent with or the Collateral Agent and receive from the Administrative Agent or the Collateral Agent all notices with respect to Loans and all other financial accommodations obtained for its the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers Documents and (eii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement Agreement. It is understood that the handling of the Loans and Collateral of the other Loan Documents. As the disclosed principal for its agentBorrowers in a combined fashion, each Borrower shall be obligated as more fully set forth herein, is done solely as an accommodation to the Administrative Agent Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and each Lender on account of Loans economical manner and other financial accommodations so made as if made directly by at their request, and 110 that neither the Administrative Agent or such LenderAgent, as applicable, to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Collateral Agent nor any other Lender Secured Party shall have any obligation to see incur liability to the application Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Loans and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Administrative Agent, the Collateral Agent and the other Secured Parties to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such proceeds therefromIndemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of the Administrative Agent, the Collateral Agent and other Secured Parties relying on any instructions of the Administrative Borrower.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints Xxxxxxxxx Xxxxxxxx as its the borrowing agent and attorney-in-fact for all Borrowers (in such capacities, the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower (and approved in writing by Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) that such appointment has been revoked and that another entity Borrower has been appointed the Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower (ai) to provide the Administrative Agent and all Lenders with all notices with respect to Loans and all other financial accommodations obtained for its benefit and all other notices and instructions under this Agreement and the other Loan Documents, (bii) to establish all accounts required pursuant to the Loan Documents in its own name, in the name of any one or more Borrowers, or in any other manner as may be required by Administrative Agent, (iii) to request and receive notices and instructions from on behalf of Borrowers the Administrative Agent and proceeds of the Lenders (Loan and any notice and all disbursements from any collateral or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required reserve accounts established pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (eiv) to take such action any and all actions as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As It is understood that the disclosed principal for its agenthandling of the Loan in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and none of Administrative Agent or any Lender shall incur any liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan in a combined fashion since the successful operation of each Borrower and the Property is dependent on the continued successful performance of the integrated group. In the event that Administrative Agent or any Lender receives any conflicting request or instruction from Administrative Borrower and any other Borrower, the request or instruction from Administrative Borrower shall control. To induce Administrative Agent and Lenders to do so, and in consideration thereof, each Borrower shall be obligated hereby jointly and severally agrees to the indemnify Administrative Agent and each Lender on account and hold Administrative Agent and each Lender harmless against any and all liability, expense, loss or claim of Loans and other financial accommodations so damage or injury, made as if made directly by the against Administrative Agent or such Lenderany Lender by any Borrower or by any third party whosoever, as applicable, to such Borrower, notwithstanding arising from or incurred by reason of (a) the manner by which such Loans or financial accommodations are recorded on the books and records handling of the Loan Parties. The by Administrative Borrower shall act as a conduit for each Borrower herein provided, (including itself, as a “Borrower”b) on whose behalf the Administrative Agent has requested a or any Lender(s) relying on any instructions of Administrative Borrower, (c) any other action taken by Administrative Agent or any Lender hereunder or under the other Loan Documents at the request of Administrative Borrower, or (d) any other financial accommodation. Neither action taken by Administrative Borrower hereunder or under the Loan Documents; provided that none of Administrative Agent nor any other Lender shall have be entitled to any obligation to see to the application of such proceeds therefromindemnification from any claim, loss, cost or expense caused solely by its own gross negligence or willful misconduct.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks designates the Company as its borrowing agent and attorney-in-fact administrative borrower (in such capacities, the “Administrative Borrower”) which to act as its representative and agent on its behalf, for the purposes of issuing Funding Notices and notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions on behalf of each Borrower under the Loan Documents. Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Company in its capacity as Administrative Borrower as a notice or communication from each CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 Borrower. Each warranty, covenant, agreement and undertaking made on behalf of each Borrower by the Company in its capacity as Administrative Borrower for the Borrowers shall be deemed for all purposes to have been made by each Borrower and shall be binding upon and enforceable against each Borrower to the same extent as it if the same had been made directly by each of the Borrowers. Such appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower terminating such appointment. The Borrowers shall have the right, to appoint another Borrower as Administrative Borrower with the prior written consent of each Agent (such consent not to be unreasonably withheld or delayed). It is understood that such appointment has been revoked the handling of the loan account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that another entity has been appointed neither Administrative Agent nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the loan account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce Administrative Agent and the Lenders to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of (a) the handling of the loan account and Collateral of the Borrowers as herein provided, (b) Administrative Agent and the Lenders relying on any instructions of the Administrative Borrower. The Borrowers hereby irrevocably appoint and authorize the Administrative Borrower , or (ac) to provide the any other action taken by Administrative Agent with all notices with respect to Loans and all other financial accommodations obtained for its benefit and all other notices and instructions or any Lender hereunder or under this Agreement and the other Loan Documents, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender in each case, subject to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds terms of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans and other financial accommodations so made as if made directly by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefromSection 10.3.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints Holdings as its the borrowing agent and attorney-in-fact for all Borrowers (in such capacities, the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another entity Borrower has been appointed the Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower (ai) to provide the Administrative Agent with all notices with respect to Loans and all other financial accommodations obtained for its benefit and all other notices and instructions under this Agreement and the other Loan DocumentsAgreement, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (eii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and (iii) to receive notices and communications under this Agreement from any Lender on behalf of any Credit Party. Any notices or communications by any Lender to one or more Credit Parties need only be delivered to the other Loan Documents. As Administrative Borrower to satisfy any notice requirement, and each Credit Party agrees that notices received by the disclosed principal for its agent, each Administrative Borrower shall be obligated to deemed received by each Credit Party upon the Administrative Agent Borrower’s receipt. The Borrowers hereby jointly and severally agree to indemnify each Lender and hold each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against any Lender by any Borrower or by any Credit Party or any other third party whosoever, arising from or incurred by reason of any Lender relying on account any instructions or notices of Loans and other financial accommodations so made as if made directly by the Administrative Agent Borrower or by reason of such Lender, as applicable, Lender delivering notices or communications solely to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefromprovided herein.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints 9460 Wilshire Borrower as its the borrowing agent and attorney-in-fact for all Borrowers (in such capacitiescapacity, the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower (and approved in writing by Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) that such appointment has been revoked and that another entity Borrower has been appointed the Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower (a) to provide the Administrative Agent and all Lenders with all notices with respect to Loans and all other financial accommodations obtained for its benefit and all other notices and instructions under this Agreement and the other Loan Documents, and to receive from Administrative Agent and any Lender all notices and instructions under this Agreement, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender establish all accounts required pursuant to the Loan Documents in its own name, in the name of any one or more Borrowers, or in any other manner - 133 - as may be required by Administrative Borrower shall be deemed to have been given to each Borrower)Agent, (c) to provide request and receive on behalf of Borrowers the proceeds of the Loan and any certificates and other documentation on its behalf that are requested all disbursements from any collateral or required reserve accounts established pursuant to the Loan Documents, and (d) to obtain Loans take any and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action actions as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As It is understood that the disclosed principal for its agenthandling of the Loan in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and none of Administrative Agent or any Lender shall incur any liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan in a combined fashion since the successful operation of each Borrower and each Borrowing Base Property is dependent on the continued successful performance of the integrated group. To induce Administrative Agent and Lenders to do so, and in consideration thereof, each Borrower shall be obligated hereby jointly and severally agrees to the indemnify Administrative Agent and each Lender on account and hold Administrative Agent and each Lender harmless against any and all liability, expense, loss or claim of Loans damage (excluding consequential, punitive, special and other financial accommodations so exemplary damages) or injury, made as if made directly by the against Administrative Agent or such Lenderany Lender by any Borrower or by any third party whosoever, as applicable, to such Borrower, notwithstanding arising from or incurred by reason of (i) the manner by which such Loans or financial accommodations are recorded on the books and records handling of the Loan Parties. The by Administrative Borrower shall act as a conduit for each Borrower herein provided, (including itself, as a “Borrower”ii) on whose behalf the Administrative Agent has requested a or any Lender(s) relying on any instructions of Administrative Xxxxxxxx, (iii) any other action taken by Administrative Agent or any Lender hereunder or under the other Loan Documents at the request of Administrative Borrower, or (iv) any other financial accommodation. Neither action taken by Administrative Borrower hereunder or under the Loan Documents; provided that none of Administrative Agent nor any other Lender shall have be entitled to any obligation to see to the application of such proceeds therefromindemnification from any claim, loss, cost or expense caused solely by its own gross negligence, willful misconduct, fraud or illegal acts.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks appoints DV as its the borrowing agent and attorney-in-fact for the Borrowers (in such capacities, the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Administrative Agent Purchaser shall have received prior written notice signed by each Borrower all of the Borrowers that such appointment has been revoked and that another entity Borrower has been appointed the Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint appoints and authorize authorizes the Administrative Borrower (a) to provide the Administrative Agent with to Purchaser and receive from Purchaser all notices with respect to Loans and all other financial accommodations obtained for its benefit the Secured Debenture and all other notices and instructions under this Agreement and the other Loan Documents, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement Agreement. It is understood that the Purchaser’s purchase of the Secured Debenture from the Borrowers, jointly and severally, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that Purchaser shall not incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from their combined sale of the Secured Debenture since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce Purchaser to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of (a) the Borrowers’ sale, and the Purchaser’s purchase, of the Secured Debenture as herein provided, (b) the Purchaser relying on any instructions of the Administrative Borrower, or (c) any other action taken by the Purchaser hereunder or under the other Loan Documents. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans and other financial accommodations so made as if made directly by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefrom.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks designates the Company as its borrowing Administrative Borrower to act as its representative and agent on its behalf, for the purposes of issuing Funding Notices and attorney-in-fact (notices of conversion or continuation, giving instructions with respect to the disbursement of the proceeds of the Term Loans and Revolving Loans, selecting interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions on behalf of each Borrower under the Loan Documents. The Service Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Company in such capacitiesits capacity as Administrative Borrower as a notice or communication from each Borrower. Each warranty, covenant, agreement and undertaking made on behalf of each Borrower by the “Company in its capacity as Administrative Borrower”) which Borrower for the Borrowers shall be deemed for all purposes to have been made by each Borrower and shall be binding upon and enforceable against each Borrower to the same extent as it if the same had been made directly by each of the Borrowers. Such appointment shall remain in full force and effect unless and until the Administrative Agent and Service Agent shall have received prior written notice signed by each Borrower terminating such appointment. The Borrowers shall have the right, to appoint another Borrower as Administrative Borrower with the prior written consent of Agent and Service Agent (such consent not to be unreasonably withheld or delayed). It is understood that such appointment has been revoked the handling of the loan account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that another entity has been appointed neither the Agent, Service Agent nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the loan account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agent, Service Agent and the Lenders to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of (a) the handling of the loan account and Collateral of the Borrowers as herein provided, (b) the Agent, Service Agent and the Lenders relying on any instructions of the Administrative Borrower. The Borrowers hereby irrevocably appoint and authorize the Administrative Borrower , or (ac) to provide the Administrative any other action taken by Agent with all notices with respect to Loans and all other financial accommodations obtained for its benefit and all other notices and instructions or Service Agent or any Lender hereunder or under this Agreement and the other Loan Documents, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and any notice or instruction provided by the Agent or any Lender to the Administrative Borrower shall be deemed to have been given to each Borrower), (c) to provide any certificates and other documentation on its behalf that are requested or required pursuant to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans and other financial accommodations so made as if made directly by the Administrative Agent or such Lender, as applicable, to such Borrower, notwithstanding the manner by which such Loans or financial accommodations are recorded on the books and records of the Loan Parties. The Administrative Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefrom.

Administrative Borrower. The Borrowers Each Borrower hereby irrevocably appoint Hortonworks designates the Operating Company as its borrowing agent and attorney-in-fact (in such capacities, the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each Borrower that hereunder to act on its behalf for the purposes of issuing Borrowing Requests, giving instructions with respect to the disbursement of the proceeds of the Loans, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants and amendments to the Loan Documents) on behalf of any Borrower under the Loan Documents. The Administrative Borrower hereby accepts such appointment has been revoked and that another entity has been appointed as the Administrative Borrower. The Borrowers hereby irrevocably appoint Administrative Agent and authorize each Lender may regard any notice or other communication pursuant to any Loan Document from the Administrative Borrower (a) to provide the Administrative Agent with as a notice or communication from all notices with respect to Loans Borrowers, and all other financial accommodations obtained for its benefit and all other notices and instructions under this Agreement and the other Loan Documents, (b) to receive notices and instructions from the Administrative Agent and the Lenders (and may give any notice or instruction provided communication required or permitted to be given to any Loan Party or Loan Parties hereunder to the Administrative Borrower on behalf of such Borrower or Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Agent or any Lender to the Administrative Borrower shall be deemed for all purposes to have been given to each Borrower), (c) to provide any certificates made by such Borrower and other documentation on its behalf that are requested or required pursuant shall be binding upon and enforceable against such Borrower to the Loan Documents, (d) to obtain Loans and other financial accommodations pursuant to the Loan Documents, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement, and to receive on its behalf any funds or other amounts that may, pursuant to the Loan Documents, be payable to any or all of the Borrowers and (e) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Loan Documents. As the disclosed principal for its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account of Loans and other financial accommodations so made same extent as if the same had been made directly by the Administrative Agent or such Lender, as applicable, to such Borrower. Notwithstanding anything set forth in this Article II, notwithstanding until the manner by which such Loans or financial accommodations are recorded on the books and records occurrence of the Loan Parties. The Administrative Borrower Tranche A Revolving Credit Facility Termination Date, no amounts (or portion thereof) owing pursuant to Section 2.15 or 2.17 shall act be paid to any Tranche B Revolving Lender or Affiliate thereof (and no Default or Event of Default shall occur as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Administrative Agent has requested a Loan or other financial accommodation. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application result of such proceeds therefromnon-payment), provided that such amounts may accrue for the benefit of the Tranche B Revolving Lender making such claim.