Common use of Agent Clause in Contracts

Agent. (a) Each Purchaser hereby (i) appoints Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

Agent. (a) Each Purchaser Lender hereby (i) irrevocably appoints Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes the Agent to act as its agent hereunder with such powers as are specifically delegated to the Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this Section and in Section 8.20(d) and the first sentence of Section 8.20(e) shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (i) to take such action on such Purchaser’s behalf shall have no duties or responsibilities except those expressly set forth in accordance with the terms hereof this Agreement, and thereof. The Agent shall not have, by reason hereof of this Agreement be a trustee for any Lender; (ii) shall not be responsible to any Lender for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Pooling Agreement, the Purchase and Sale Agreements, the Indenture or any of other Transaction Documents or any other document referred to or provided for herein or therein or for any failure by the Trust Depositor, the Servicer, the Owner Trustee, the Indenture Trustee or any other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor Person to perform any of its officersobligations hereunder or thereunder; (iii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under the Pooling Agreement, directorsthe Purchase and Sale Agreements, employees the Indenture or agents any other Transaction Documents; and (iv) shall have any liability to any Purchaser not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection hereof herewith or any other Security Document therewith, except to the extent caused by for its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents . (collectively, the “Agent Indemnitees”b) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written noticescertification, statements, certificates, orders notice or other documents communication (including any thereof by telephone, telecopy, telex, telegram or any telephone message cable) reasonably believed by it in good faith to be genuine and correct and to have been signedsigned or sent by or on behalf of the proper Person or Persons, sent or made and upon advice and statements of legal counsel, independent accountants and other experts selected by the proper PersonAgent. As to any matters not expressly provided for by this Agreement, and with respect to the Agent shall in all matters pertaining to this Agreement cases be fully protected in acting, or in refraining from acting, hereunder or under the Pooling Agreement, the Indenture or any of the other Transaction Documents in accordance with instructions of the Required Lenders, and such instructions of the Required Lenders and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. (c) The Agent, if it is a Lender hereunder, shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not acting as the Agent, and in such event the term "Lender" or "Lenders" or "Lenders" or "Required Lenders" shall, unless the context otherwise indicates, include the Agent in its duties hereunder or thereunder, upon advice of counsel selected by itindividual capacity.

Agent. (a) Each Purchaser Lender hereby (i) irrevocably appoints Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes the Agent to act as its agent hereunder with such powers as are specifically delegated to the Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this Section and in Section 8.20(d) and the first sentence of Section 8.20(e) shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents): (i) to take such action on such Purchaser’s behalf shall have no duties or responsibilities except those expressly set forth in accordance with the terms hereof this Agreement, and thereof. The Agent shall not have, by reason hereof of this Agreement be a trustee for any Lender; (ii) shall not be responsible to any Lender for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Pooling Agreement, the Purchase and Sale Agreements, the Indenture or any of other Transaction Documents or any other document referred to or provided for herein or therein or for any failure by the Trust Depositor, the Servicer, the Delaware Trustee, the Owner Trustee, the Indenture Trustee or any other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor Person to perform any of its officersobligations hereunder or thereunder; (iii) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under the Pooling Agreement, directorsthe Purchase and Sale Agreements, employees the Indenture or agents any other Transaction Documents; and (iv) shall have any liability to any Purchaser not be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or therein or in connection hereof herewith or any other Security Document therewith, except to the extent caused by for its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents . (collectively, the “Agent Indemnitees”b) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written noticescertification, statements, certificates, orders notice or other documents communication (including any thereof by telephone, telecopy, telex, telegram or any telephone message cable) reasonably believed by it in good faith to be genuine and correct and to have been signedsigned or sent by or on behalf of the proper Person or Persons, sent or made and upon advice and statements of legal counsel, independent accountants and other experts selected by the proper PersonAgent. As to any matters not expressly provided for by this Agreement, and with respect to the Agent shall in all matters pertaining to this Agreement cases be fully protected in acting, or in refraining from acting, hereunder or under the Pooling Agreement, the Indenture or any of the other Transaction Documents in accordance with instructions of the Required Lenders, and such instructions of the Required Lenders and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. (c) The Agent, if it is a Lender hereunder, shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not acting as the Agent, and in such event the term "Lender" or "Lenders" or "Lenders" or "Required Lenders" shall, unless the context otherwise indicates, include the Agent in its duties hereunder or thereunder, upon advice of counsel selected by itindividual capacity.

Agent. (a) Each Purchaser hereby (i) appoints Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes the Agent (and its general partner, officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its partners, officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its partners, officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.

Agent. ▇▇▇▇▇▇ ▇▇▇▇▇▇ (athe “Agent”) Each Purchaser is hereby (i) appoints Agentappointed as agent and attorney-in-fact for each Contributor and Warrantor, for and on their behalf, to act as the collateral their several and joint agent hereunder under this Agreement and under the each other Security DocumentsTransaction Agreement or instrument to be executed in connection herewith, and (ii) authorizes to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, claims for indemnification or otherwise, to authorize settlement of claims by or against any Contributor or Warrantor, including claims for indemnification under Article IX, and to take all actions necessary or appropriate in the judgment of the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf for the accomplishment of the foregoing in accordance with the terms hereof and thereofprovisions of this Agreement and each other Agreement or instrument to be executed in connection herewith. The Contributors and Warrantors agree that the appointment of the Agent pursuant to this Section 11.14 is coupled with an interest and shall not havebe irrevocable except as provided by applicable law. Any decision, by reason hereof act, consent, waiver or instruction of the Agent relating to any Agreement or instrument to be executed in connection herewith, or any matter arising thereunder or related thereto shall constitute a decision of all of the other Security DocumentsContributors or Warrantors, a fiduciary relationship as applicable, and shall be final, binding and conclusive upon each of them. Beneficiary and the Beneficiary Indemnitees may rely upon any such written decision, consent, waiver or instruction of the Agent as being the decision, consent or instruction of each and every Contributor or Warrantor, as applicable. The Contributors and Warrantors hereby irrevocably release, remise, acquit and forever discharge Agent from any and all claims, liabilities, demands, actions, causes of action, damages, obligations, losses and expenses of whatsoever kind or nature, which any of them ever had, now has or hereafter might have against Agent, whether in law, arbitration, administrative proceedings, equity or otherwise, and whenever accruing or maturing, in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith pursuant to be genuine and correct and to have been signed, sent or made by in reliance on the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itauthority granted hereby.

Agent. (a) Appointment and Authorization of Agent. Each Purchaser Guarantor hereby designates and appoints VantagePoint Venture Partners III (i) appoints Q), L. P. as its representative under this Agreement and the other Operative Documents and each Guarantor hereby irrevocably authorizes Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes the or any successor Agent (and its officers, directors, employees and agents) to take such action on its behalf under the provisions of this Agreement and each other Operative Document and to exercise such Purchaser’s behalf in accordance with powers and perform such duties as are expressly delegated to Agent by the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable lawOperative Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as representative of the Guarantors on the express conditions contained in this Section 7 and as set forth in the Operative Documents. The provisions of this Section 7 are solely for the benefit of Agent, and the Guarantors, and Obligor shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Operative Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or therein, nor shall Agent have or be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and deemed to have been signed, sent or made by the proper Personany fiduciary relationship with any Guarantor, and with respect to all matters pertaining to no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Document or otherwise exist against Agent; it being expressly understood and agreed that the use of the word "Agent" is for convenience only, that Agent is merely the representative of the Guarantors, and only has the contractual duties set forth herein and in the Operative Documents. Except as expressly otherwise provided in this Agreement, Agent shall in good faith and in the best interests of the Guarantors have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Transaction Operative Documents. Without limiting the generality of the foregoing, or of any other provision of the Operative Documents that provides rights or powers to Agent, Guarantors agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Operative Documents, (c) exclusively receive, apply, and distribute any payments received from Obligor or proceeds of Collateral as provided in the Operative Documents, (d) perform, exercise, and enforce any and all other rights and remedies of the Guarantors with respect to Obligor, the Obligations, the Collateral or otherwise related to any of same as provided in the Operative Documents, and (e) incur and pay such Guaranty Expense Amounts as Agent reasonably may deem necessary or appropriate for the performance and fulfillment of its duties hereunder or thereunder, upon advice of counsel selected by itfunctions and powers pursuant to the Operative Documents.

Agent. (a) Each Purchaser Lender hereby irrevocably appoints Deerfield Partners, L.P. (i) appoints Agenttogether with any successor Agent appointed by Deerfield Partners, L.P. or any successor Agent that was appointed by the Required Lenders), as the collateral agent Agent hereunder and under the other Security DocumentsFacility Documents and authorizes Agent to (i) execute and deliver the Facility Documents to which it is a party and accept delivery thereof on its behalf from any Loan Party, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action other actions on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Agent under the Facility Documents and (iii) exercise such Purchaserpowers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Facility Document, Agent shall not have any duty or responsibility except those expressly set forth herein; nor shall Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Facility Document or otherwise exist against Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in other Facility Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Secured Party further consents to and authorizes Agent’s behalf in accordance with execution and delivery of any additional intercreditor or subordination agreements from time to time as contemplated by the terms hereof on behalf of such Secured Party and agrees to be bound by the terms and provisions thereof, including any purchase option contained therein. The provisions of this Section 9.13 are solely for the benefit of Agent and the Lenders and none of the Borrowers or the other Loan Parties shall have any rights as a third party beneficiary of any of the provisions in this Section 9.13. In performing its functions and duties under this Agreement and the other Facility Documents, Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Borrower or any other Loan Party. Agent may perform any of its duties hereunder, or under the Facility Documents, by or through its agents, subagents, servicers, trustees, investment managers or employees and any such Person shall benefit from this Section 9.13 to the extent provided by Agent. Agent shall have the same rights and powers under the Facility Documents as any other Lender and may exercise or refrain from exercising the same as though it were not Agent, and Agent and its Affiliates may lend money to, invest in and generally engage in any kind of business with each Loan Party, Affiliate of any Loan Party as if it were not Agent hereunder. The duties of Agent shall be mechanical and administrative in nature. Agent shall not have, have by reason hereof of this Agreement or any of the other Security Documents, Facility Documents a fiduciary relationship in respect of any PurchaserLender. Nothing in this Agreement or any of the other Facility Documents is intended to or shall be construed to impose upon Agent any obligations in respect of this Agreement or any of the other Facility Documents except as expressly set forth herein or therein. (b) In relation to the Swiss Collateral Documents: (i) the Agent holds: (x) any Collateral created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Collateral Documents by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) Lien; (y) the benefit of this clause; and (z) any proceeds and other benefits of such Lien, as indirect representative (indirekter Stellvertreter) in its own name but for the account of all relevant present and future Secured Parties which have the benefit of such Lien in accordance with this Agreement and the respective Swiss Collateral Documents, (ii) each present and future Secured Party hereby authorizes the Agent to: (A) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) Lien created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Collateral Document for the benefit of such Secured Party and hold, administer and, if necessary, enforce any such Lien on behalf of each relevant Secured Party which has the benefit of such Lien; (B) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Collateral Document which creates or evidences or expressed to create or evidence a pledge or any other Swiss law accessory (akzessorische) Security; (C) to effect as its direct representative (direkter Stellvertreter) any release of a Lien created or evidenced or expressed to be created or evidenced under a Swiss Collateral Document in accordance with this Agreement; and (D) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Agent hereunder or under the relevant Swiss Collateral Document. (c) Agent may execute any of its duties under this Agreement or any other Facility Document by or through agents, subagents, employees or attorneys in fact, and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent, subagent or attorney in fact that it selects in the absence of gross negligence or willful misconduct or a material breach of this Agreement as determined by a final, non-appealable judgment of a court of competent jurisdiction. (d) Neither the Agent nor any of its directors, officers, directorsemployees, employees attorneys, advisors, representatives or agents shall have any liability to any Purchaser (i) be liable for any action taken or omitted to be taken by any of them under or in connection hereof with this Agreement or any other Security Facility Document or the Transactions or the transactions contemplated hereby or thereby (except to the extent caused by resulting from its own gross negligence or willful misconductmisconduct or a material breach of this Agreement in connection with its duties expressly set forth herein as determined by a final, and each Purchaser agrees non-appealable judgment of a court of competent jurisdiction), or (ii) be responsible in any manner to defendany Lender or participant for any recital, protectstatement, indemnify and hold harmless the representation or warranty made by any Loan Party or Affiliate of any Loan Party, or any officer thereof, contained in this Agreement or in any other Facility Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from under or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto with, this Agreement or any other Facility Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Facility Document (or the Security Documentscreation, perfection or priority of any Lien or security interest therein), or for any failure of any Loan Party or any other party to any Facility Document to perform its obligations (including the Obligations) hereunder or thereunder. The Agent shall not be required under any obligation to exercise any discretion Lender to ascertain or take to inquire as to the observance or performance of any actionof the agreements contained in, but or conditions of, this Agreement or any other Facility Document, or to inspect the properties, books or records of any Loan Party or any Loan Party’s Affiliates. (e) Agent shall be required entitled to act or to refrain from acting (rely, and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holdersrelying, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message communication believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper PersonPerson or Persons, and with respect upon advice and statements of legal counsel (including counsel to all matters pertaining any Loan Party), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Facility Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, confirmation from the Lenders of their obligation to indemnify Agent against any and all liabilities and expenses (including any fees and expenses of counsel to Agent) that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Facility Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon each Lender. (f) Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Default, unless Agent shall have received written notice from a Lender or any Loan Party referring to this Agreement and the other Facility Documents, describing such Event of Default or Default and stating that such notice is a “notice of default.” Agent shall take such action with respect to such Event of Default or Default as the Required Lenders may direct; provided that, unless and until Agent has received any such request, Agent shall not take any such action, or refrain from taking any such action, with respect to such Event of Default or Default. (g) Each Lender acknowledges that Agent has not made any representation or warranty to it, and that no act by Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties or any of their Subsidiaries, shall be deemed to constitute any representation or warranty by Agent to any Lender as to any matter, including whether Agent has disclosed material information in its possession. Each Lender represents to Agent that it has, independently and without reliance upon Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and the other Loan Parties, and made its own decision to enter into this Agreement and the other Facility Documents and to extend credit to Borrower hereunder and under the other Facility Documents. Each Lender also represents that it will, independently and without reliance upon Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Facility Documents, and to make such investigations as it deems necessary or appropriate to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and the other Loan Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of Borrower or any other Loan Party that may come into the possession of Agent. (h) Other than with respect to the matters described in clause (i) below, which shall be governed by such clause, whether or not the transactions contemplated hereby are consummated, each Lender shall severally indemnify upon demand Agent and its directors, officers, partners, employees, attorneys, advisors, representatives and agents (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of the Loan Parties to do so), according to its applicable pro rata share, from and against any and all losses, claims (including the reasonable attorneys’ fees incurred in defending against such claims), damages, liabilities, penalties or other expenses arising out of, or relating to, any of Agent’s duties, responsibilities or actions set forth in or that taken pursuant to the Facility Documents; provided that no Lender shall be liable for any payment to any such Person of any portion of the foregoing to the extent determined by a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the applicable Person’s gross negligence or willful misconduct. No action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.13(g). Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Facility Document or any document contemplated by or referred to herein or therein, to the extent that Agent is not reimbursed for such fees, costs and expenses by or on behalf of the Loan Parties. The undertaking in this Section 9.13(g) shall survive repayment of the Loans and the other Obligations, the termination of the Subsequent Convertible Loan Commitments, any foreclosure under, or modification, release or discharge of, any or all of the Facility Documents, termination of this Agreement or the other Facility Documents and the resignation or replacement of Agent. (i) Agent may resign as Agent upon thirty (30) days’ notice to the Lenders, and the Required Lenders have the right, at their sole election, to remove the Person serving as Agent upon ten (10) days’ notice to Agent (or immediately upon any material breach of Agent of its obligations under the Facility Documents). If Agent resigns under this Agreement or the Required Lenders remove the Person serving as Agent, the Required Lenders shall appoint from among the Lenders a successor Agent for such successor Agent and the Lenders. If no successor Agent is appointed prior to the effective date of the resignation or removal of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent from among the Lenders. Upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers and duties of the retiring or removed Agent, and the term “Agent” shall mean such successor Agent, and the retiring or removed Agent’s appointment, powers and duties as Agent shall be immediately and automatically terminated at such time. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Section 9.13 shall inure to its benefit (in its capacity as Agent) as to any actions taken or thereunderomitted to be taken by it while it was Agent under this Agreement and the other Facility Documents. If no successor Agent has accepted appointment as Agent by the date that is thirty (30) days following a retiring Agent’s notice of resignation (or at the time of removal of a Person as Agent), upon advice the retiring Agent’s resignation or removal shall nevertheless thereupon become effective, and the Lenders shall perform all of counsel selected the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. (j) Each Lender further agrees to indemnify Agent, its Affiliates and each of its and their employees, advisors, attorneys, representatives and agents (to the extent not reimbursed by it.any Loan Party), severally and ratably, from and against Liabilities (including Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender) that may be imposed on, incurred by or asserted against Agent, its Affiliates or any of its or their employees, advisors, attorneys, representatives or agents in any matter relating to or arising out of, in connection wit

Agent. It is hereby acknowledged that the Company may receive from the Processor cash attributable to Merchant and one or more of Merchant's affiliates or subsidiaries or in a name other than Merchant that Merchant uses as tradename, fictitious name, assumed name or other designation (a) Each Purchaser collectively referred to herein as "Tradenames"). Merchant expressly authorizes the Company to receive all such cash on behalf of Merchant and to retain the Payment Percentage for credit against the Merchant's obligations under this Agreement. Merchant hereby (i) appoints represents and warrants to the Company that Merchant has been appointed as the "Disbursing Agent" for all of Merchant's affiliates, subsidiaries and Tradename entities and that it is in the best interest and convenience of the Merchant that all loans and advances made by the Company pursuant to this Agreement be made only to the Merchant, for itself and as Disbursing Agent. Accordingly, the Merchant shall be the sole entity entitled to receive the funds advanced by the Company under this Agreement and the Merchant shall make disbursements to its affiliates, subsidiaries and Tradename entities in Merchant's discretion. All of the monies received by the Company will be credited by the Company to the Merchant's account and the Company shall remit all monies pursuant to this Agreement and the Irrevocable Payment Instructions only to the Merchant. The Merchant, for itself and as Disbursing Agent, as hereby irrevocably waives any claim it may have against the collateral agent hereunder Company and under hereby indemnifies and holds the other Security Documents, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold Company harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any all damages, losses, damagesclaims, demands, liabilities, obligations, penalties, actions, judgments, suits, fees, costs actions and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee causes of the duties and obligations of Agent pursuant hereto action whatsoever which Merchant or any of Merchant's affiliates, subsidiary or Tradename entities may have against the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions Company which may arise as a result of the Required HoldersCompany remitting all monies under this Agreement solely to the Merchant, for itself and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the as Disbursing Agent, exposes and/or the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made Payment Percentage being credited by the proper Person, and Company solely the Disbursing Agent's account with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itCompany.

Agent. (a) Each Purchaser Lender hereby irrevocably appoints Cortland (itogether with any successor Agent appointed by the Required Lenders) appoints Agent, as the collateral agent Agent hereunder and under the other Security DocumentsLoan Documents and authorizes Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Loan Party, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action other actions on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Agent under the Loan Documents and (iii) exercise such Purchaser’s behalf powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in accordance with the terms hereof and thereof. The this Agreement or in any other Loan Document, Agent shall not havehave any duty or responsibility except those expressly set forth herein, by reason hereof nor shall Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in other Security Documents, a Loan Documents with reference to Agent is not intended to connote any fiduciary relationship in respect or other implied (or express) obligations arising under agency doctrine of any PurchaserApplicable Law. Neither the Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. (c) None of Agent nor any of its directors, officers, directorsemployees, employees attorneys, advisors, representatives or agents shall have any liability to any Purchaser (i) be liable for any action taken or omitted to be taken by any of them under or in connection hereof with this Agreement or any other Security Loan Document or the Transactions or the transactions contemplated hereby or thereby (except to the extent caused by resulting from its own gross negligence or negligence, willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all or material breach of any Loan Document in connection with its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damagesduties, liabilities, obligationsresponsibilities and obligations expressly set forth herein or in the other Loan Documents as determined by a court of competent jurisdiction in a final and non-appealable judgment), penaltiesor (ii) be responsible in any manner to any Lender or participant for any recital, actionsstatement, judgmentsrepresentation or warranty made by any Loan Party or Affiliate of any Loan Party, suitsor any officer thereof, feescontained in this Agreement or in any other Loan Document, costs and expenses (includingor in any certificate, without limitationreport, reasonable attorneys’ feesstatement or other document referred to or provided for in, costs and expenses) incurred or received by such the Agent Indemnitee, whether direct, indirect or consequential, arising from under or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto with, this Agreement or any other Loan Document, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations (including the Security DocumentsObligations) hereunder or thereunder. The Agent shall not be required under any obligation to exercise any discretion Lender to ascertain or take to inquire as to the observance or performance of any actionof the agreements contained in, but or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Loan Party’s Subsidiaries or Affiliates. (d) Agent shall be required entitled to act or to refrain from acting (rely, and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holdersrelying, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written noticeswriting, statementscommunication, certificatessignature, orders resolution, representation, notice, consent, certificate, electronic mail message, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other documents document or any telephone message conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper PersonPerson or Persons, and with respect upon advice and statements of legal counsel (including counsel to all matters pertaining any Loan Party), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, confirmation from the Lenders of their obligation to indemnify Agent against any and all liabilities and expenses (including any fees and expenses of counsel to Agent) which may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Loan Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon each Lender. (e) Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Default, unless Agent shall have received written notice from a Lender or any Loan Party referring to this Agreement and the other Loan Documents, describing such Event of Default or Default. Agent shall take such action with respect to such Event of Default or Default as may be requested by the Required Lenders; provided that unless and until the Agent has received any such request, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Default as it shall deem advisable or in the best interest of itself and the Lenders. (f) Each Lender acknowledges that Agent has not made any representation or warranty to it, and that no act by Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties or any of their Subsidiaries, shall be deemed to constitute any representation or warranty by Agent to any Lender as to any matter, including whether Agent has disclosed material information in its possession. Each Lender represents to Agent that it has, independently and without reliance upon Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and the other Loan Parties, and made its own decision to enter into this Agreement and the other Loan Documents and to extend credit to Borrower hereunder and under the other Loan Documents. Each Lender also represents that it will, independently and without reliance upon Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary or appropriate to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and the other Loan Parties. Subject to Section 6.15(h), Agent shall promptly (but, in any event, within two (2) Business Days after (i) receipt thereof by (A) Agent’s main operations contact or (B) any other Person designated by Agent to receive notices for (or on behalf of) Agent pursuant to the notices provisions of the Loan Documents (including Section 6.1 of this Agreement) or (ii) knowledge of receipt of an item from the Borrower by Agent’s main operations contact or such other Person designated by Agent to receive notices for (or on behalf of) Agent pursuant to the notices provisions of the Loan Documents (including Section 6.1 of this Agreement)) deliver and provide to each Lender any notices, reports, documents, instruments, agreements and other information of any Loan Party or any of its Affiliates or that Agent may receive from any Loan Party or any of its Affiliates which may come into the possession of Agent (or which Agent receives) in connection with the Loan Documents or the transactions contemplated by the Loan Documents. (g) The Person serving as Agent may resign as Agent upon 30 days’ notice to the Lenders and the Required Lenders have the right, at their sole election, to remove the Person serving as Agent upon 10 days’ notice to Agent (or immediately upon any material breach of Agent of its obligations under the Loan Documents). If the Person serving as Agent resigns under this Agreement or the Required Lenders remove the Person serving as Agent, the Required Lenders shall appoint from among the Lenders a Person to serve as successor Agent for such successor Agent, the Lenders and the other Secured Parties. If no Person is appointed to serve as successor Agent prior to the effective date of the resignation or removal of Agent, Agent may appoint, after consulting with the Lenders, a Person to serve as successor Agent from among the Lenders. Upon the acceptance by a Person of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers and duties of the retiring or removed Agent and the term “Agent” shall mean such successor Agent, and the retiring Agent’s appointment, powers and duties as Agent shall be immediately and automatically terminated at such time. After any Person’s resignation or removal hereunder as Agent, the provisions of this Section 6.15 shall inure to its benefit (in its capacity as Agent) as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents. If no Person has accepted appointment as Agent by the date which is 30 days following a Person’s notice of its resignation as Agent (or at the time of removal of a Person as Agent), the Person who resigned or was removed as Agent shall nevertheless thereupon (and at such time) no longer be Agent and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a Person to serve as successor Agent as provided for above. (h) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document (including any provision in the Loan Documents that require Agent to deliver, send, disclose or otherwise provide any agreements, instruments, documents, copies or information to any Lender or any other Secured Party), Agent covenants and agrees that, if and to the extent specifically requested or directed in writing by a Lender, Agent (and any other Person on behalf of Agent) shall not deliver, send, disclose or otherwise provide such Lender or any of its Affiliates any agreements, documents or other information (or specific types of categories thereof) containing or constituting (or that may contain or constitute) material non-public information regarding the Borrower or its Subsidiaries that is received by (or otherwise available to) Agent (or any other Person on behalf of Agent), as set forth in such written request or direction. (i) Each Lender severally (but not jointly) agrees to indemnify, defend and hold harmless the Agent, its affiliates and their respective officers, partners, directors, trustees, employees and agents (each a “Agent Indemnitee”), to the extent that such Agent Indemnitee shall not have been reimbursed by Borrower within sixty (60) days after written demand to Borrower therefor, provided that such Agent Indemnitee has used commercially reasonable efforts to obtain such payment from the Borrower during such sixty-day period, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable and documented out-of-pocket costs, reasonable and documented out-of-pocket expenses (including reasonable and documented outside counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent Indemnitee in exercising its powers, rights and remedies or performing its duties hereunder or thereunderunder the Loan Documents or otherwise in its capacity as such Agent Indemnitee in any way relating to or arising out of this Agreement or the Loan Documents; provided, that such indemnity shall not, as to any Agent Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of, or material breach of, any Loan Document by any Agent Indemnitee. (j) Without duplication of Section 6.15(i), each Lender severally (but not jointly) agrees to reimburse each Agent Indemnitee (to the extent that such Agent Indemnitee shall not have been reimbursed by Borrower within sixty (60) days after written demand by Borrower therefor) promptly upon advice demand for any reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket fees, charges, and disbursements of financial, outside legal counsel selected and other advisors and any taxes or insurance paid in the name of, or on behalf of the Borrower) incurred by itsuch Agent Indemnitee in connection with the preparation, execution, delivery, administration, modification, amendment, consent, waiver or enforcement, or preservation of any rights under this Agreement or any other Loan Document in each case, only to the extent such Agent Indemnitee has been specifically directed by the Required Lenders in writing to take such action. The indemnification and reimbursement obligations contained in Section 6.15(i) and Section 6.15(j) shall survive the termination of this Agreement and the repayment of the Obligations.

Agent. (a) Each Purchaser The Company hereby (i) appoints Agent, the Agent to act as the collateral agent hereunder of the Company and under the other Security Documents, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take hereby accepts such action on such Purchaser’s behalf in accordance with appointment upon all of the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship conditions set forth in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (this Agreement including, without limitation, reasonable attorneys’ feesthe following terms and conditions by all of which the Company and every Unit Holder and Warrant Holder, costs by acceptance of his Units or Warrants, shall be bound: (a) Statements contained in this Agreement and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee Certificates shall be taken as statements of the duties and obligations Company. The Agent assumes no responsibility for the correctness of Agent pursuant hereto or any of the Security Documents. same except such as describes the Agent or for action taken or to be taken by the Agent. (b) The Agent shall not be required to exercise responsible for any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions failure of the Required Holders, Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant Certificates. (c) The Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company) and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required incur no liability or responsibility to take the Company or to any Unit Holder or Warrant Holder in respect of any action whichtaken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel; provided the Agent shall have exercised reasonable care in the reasonable opinion selection and continued employment of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. such counsel. (d) The Agent shall be entitled incur no liability or responsibility to rely the Company or to any Unit Holder or Warrant Holder for any action taken in reliance upon any written noticesnotice, statementsresolution, certificateswaiver, orders consent, order, certificate or other documents paper, document or any telephone message instrument believed by it in good faith to be genuine and correct and to have been signed, sent or made presented by the proper Person, and with respect party or parties. (e) The Company agrees to pay to the Agent compensation for all matters pertaining to services rendered by the Agent in the execution of this Agreement in accordance with the fee schedule attached in Exhibit C hereto, to reimburse the Agent for all reasonable out-of-pocket expenses, taxes and governmental charges and all other charges of any kind or nature incurred by the Agent in the execution of this Agreement and to indemnify the Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for this Agreement except those costs and fees arising as a result of the other Transaction Documents and its duties hereunder Agent's negligence or thereunder, upon advice of counsel selected by itbad faith.

Agent. (a) Each Purchaser of the Purchasers hereby (i) irrevocably appoints Agent, the Designated Agent as the collateral agent hereunder and under the other Security Documentsits agent, and (ii) the Designated Agent accepts such appointment, and each of the Purchasers authorizes the Designated Agent (and its officers, directors, employees and agents) to take such action actions on its behalf and to exercise such Purchaser’s behalf powers as are delegated to the Designated Agent by the terms of the Note Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Designated Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Purchasers with respect thereto, as contemplated by and in accordance with the terms hereof provisions of this Agreement and thereofthe other Note Documents. The Without limiting the generality of the foregoing, the Designated Agent shall not havehave the sole and exclusive right and authority (to the exclusion of the Purchasers), and is hereby authorized by reason hereof the Purchasers as provided in this Agreement and the other Note Documents or as directed in writing by the Requisite Purchasers, to take and exercise all actions in connection with the Collateral and any other exercise of remedies hereunder or thereunder. None of the Designated Agent or any of the other Security Documentsits directors, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser (a) be liable for any action taken or omitted to be taken by any of them under or in connection hereof with this Agreement or any other Security Note Document or the transactions contemplated hereby (except to the extent caused by resulting from its own gross negligence or willful misconductmisconduct as determined in a final non- appealable judgment by a court of competent jurisdiction), and each or (b) be responsible in any manner to any Purchaser agrees for any recital, statement, representation or warranty made by any Loan Party or Affiliate of any Loan Party, or any officer thereof, contained in this Agreement or in any other Note Document, or in any certificate, report, statement or other document referred to defendor provided for in, protect, indemnify and hold harmless or received by the Designated Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from under or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any actionwith, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document Note Document, or applicable law. The Agent shall be entitled to rely upon any written noticesthe validity, statementseffectiveness, certificatesgenuineness, orders enforceability or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to sufficiency of this Agreement or any other Note Document (or the creation, perfection or priority of the any Lien or security interest therein), or for any failure of any Loan Party or any other Transaction Documents and party to any Note Document to perform its duties obligations hereunder or thereunder. The Designated Agent shall not be under any obligation to the Purchasers to ascertain or to inquire as to the observance or performance of any of the agreements contained in, upon advice or conditions of, this Agreement or any other Note Document, or to inspect the properties, books or records of counsel selected by itany Loan Party or Affiliate of any Loan Party.

Agent. IRP GP (a“Agent”) Each Purchaser is hereby (i) appoints Agent, appointed as the collateral agent hereunder and under the other Security Documentsattorney-in-fact for each Seller, and (ii) authorizes through the Closing, for each Acquired Company, for and on behalf of Sellers and the Acquired Companies, to act as Agent (for Sellers and its officersthe Acquired Companies under this Agreement and each other Transaction Document, directorsand to give and receive notices and communications, employees to agree to, negotiate, enter into settlements and agents) compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize delivery to Buyer or any Buyer Indemnitee of any payment hereunder, and to take such action on such Purchaser’s behalf all actions necessary or appropriate in the judgment of Agent for the accomplishment of the foregoing in accordance with the terms hereof and thereofprovisions of this Agreement and each other Transaction Document. The Notices or communications to or from Agent hereunder shall not haveconstitute notice to or from each Seller or, by reason hereof at or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except prior to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectivelyClosing, the “Agent Indemnitees”) from Acquired Companies. Sellers and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of Acquired Companies hereby agree that the duties and obligations appointment of Agent pursuant hereto to this Section 11.1 shall be irrevocable except as otherwise provided herein or any by non-waivable provisions of Applicable Law. Notwithstanding the foregoing, such appointment shall be automatically revoked as to the Acquired Companies as of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions completion of the Required HoldersClosing. Any decision, and such instructions shall be binding upon all holders act, consent or instruction of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary relating to this Agreement or any other Transaction Document shall constitute a decision of all of Sellers and, if prior to or applicable law. The Agent at the Closing, the Acquired Companies, and shall be entitled final, binding and conclusive upon each Seller and the Acquired Companies (but, with respect to the Acquired Companies, only to the extent related to any time period ending at or prior to the Closing) and Buyer may rely upon any such written noticesdecision, statementsconsent or instruction of Agent as being the decision, certificatesconsent or instruction of each and every Seller and the Acquired Companies. Buyer and the other Buyer Indemnitees are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, orders consent or other documents instruction of Agent. Sellers hereby jointly and severally agree to indemnify and hold Agent, its affiliates and their officers, employees, successors, assigns, attorneys and agents harmless from all losses, costs, claims, demands, expenses, damages, penalties and attorney’s fees suffered or any telephone message believed incurred by such Agent as a result of anything which it may do or refrain from doing in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and connection with respect to all matters pertaining to this Agreement or any Transaction Document or any litigation or cause or action arising from or in conjunction with this Agreement or any Transaction Document or involving the subject matter hereof; provided that the foregoing indemnification shall not extend to the gross negligence or willful misconduct of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itAgent.

Agent. (a) Each Purchaser hereby (i) appoints Agent, Capitalized terms used herein and not otherwise defined herein are used herein as defined in the collateral agent hereunder Credit Agreement. This Term Note is a “Note” to which reference is made in the Credit Agreement and under is subject to all terms and provisions thereof. This Term Note is also entitled to the other Security Documentsbenefits of the Credit Agreement and is secured by the Collateral. The principal of, and (ii) authorizes interest on, this Term Note shall be payable at the Agent (times, in the manner, and its officersin the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. Agent’s books and records concerning the Term Loan, directors, employees the accrual of interest and agents) to take fees thereon and the repayment of such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent Term Loan shall not have, by reason hereof or any be prima facie evidence of the other Security Documentsindebtedness to Lender hereunder, a fiduciary relationship absent manifest error. No delay or omission by Lender or Agent in respect of any Purchaser. Neither the Agent nor exercising or enforcing any of its officerspowers, directorsrights, employees privileges, remedies or agents discretions hereunder shall have operate as a waiver thereof on that occasion nor on any liability other occasion. No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver. Borrower waives presentment, demand, notice and protest, and also waives any delay on the part of the holder hereof. Borrower assents to any Purchaser for any action taken extension or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses indulgence (including, without limitation, reasonable attorneys’ feesthe release or substitution of Collateral) permitted by Agent, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection and/or Lender with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto respect to this Term Note and/or any Loan Document or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of the Security DocumentsBorrower or any other Person obligated on account of this Term Note. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions This Term Note shall be binding upon all holders Borrower and upon its successors, assigns, and representatives, and shall inure to the benefit of Notes; Lender and its successors, endorsees and assigns. Borrower agrees that any action or proceeding arising out of or relating to this Term Note or for recognition or enforcement of any judgment, may be brought in any California State court or Federal court of the United States of America sitting in Los Angeles, and any appellate court from any thereof, and by execution and delivery of this Term Note, Borrower and Lender each consent, for itself and in respect of its property, to the exclusive jurisdiction of those courts. Each of Borrower and, by its acceptance hereof, Lender, irrevocably and unconditionally waives, to the fullest extent that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Term Note in any California State or Federal court. Each of Borrower and, by its acceptance hereof, Lender, hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REFERENCE TO ITS CONFLICT OF LAW PRINCIPALS. Each of Borrower and, by its acceptance hereof, Lender, makes the following waiver knowingly, voluntarily, and intentionally, and understands that Lender or Borrower, as applicable, are each relying thereon. EACH OF BORROWER AND LENDER BY ITS ACCEPTANCE HEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS TERM NOTE. If such waiver is for any reason not enforceable as provided, however, that then the Agent shall not be required to take any action which, in the reasonable opinion provisions of Sections 11.3 and 11.4 of the Agent, exposes the Agent to liability or which is contrary to this Credit Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed deemed incorporated herein by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itreference.

Agent. (a) In order to expedite the transactions contemplated by this Agreement, The Chase Manhattan Bank is hereby appointed to act as Agent on behalf of the Lenders. Each Purchaser hereby (i) appoints Agentof the Lenders and each subsequent holder of any Note or issuer of any Letter of Credit by its acceptance thereof, as the collateral agent hereunder and under the other Security Documents, and (ii) irrevocably authorizes the Agent (and its officers, directors, employees and agents) to take such action on its behalf and to exercise such Purchaser’s behalf in accordance with powers hereunder and under the Security Documents and other Loan Documents as are specifically delegated to or required of the Agent by the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaserterms thereof together with such actions and powers as are reasonably incidental thereto. Neither the Agent nor any of its directors, officers, directors, employees or agents shall have any liability to any Purchaser be liable as such for any action taken or omitted to be taken by it or them hereunder or under any of the Security Documents and other Loan Documents or in connection hereof herewith or any other Security Document except to therewith (a) at the extent caused by request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder or thereunder, the consent of all the Lenders) or (b) in the absence of its or their own gross negligence or willful misconduct. For its services as Agent, the Borrowers have agreed to pay The Chase Manhattan Bank an administration fee which has been negotiated between the parties. The Agent is hereby expressly authorized on behalf of the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of each of the Lenders any payment of principal of or interest on the Notes outstanding hereunder and all other amounts accrued hereunder which are paid to the Agent, and promptly to distribute to each Purchaser agrees Lender its proper share of all payments so received, (b) to defenddistribute to each Lender copies of all notices, protect, indemnify agreements and hold harmless other material as provided for in this Agreement or in the Agent Security Documents and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred other Loan Documents as received by such Agent Indemniteeand (c) to take all actions with respect to this Agreement and the Security Documents and other Loan Documents as are specifically delegated to the Agent. In the event that (a) any Borrower fails to pay when due the principal of or interest on any Note, whether directany amount payable under any Letter of Credit, indirect or consequential, arising from any fee payable hereunder or in connection with (b) the performance by such Agent Indemnitee receives written notice of the duties occurrence of a Default or an Event of Default (the Agent being deemed not to have knowledge of any Default or Event of Default unless and obligations until written notice thereof is given to the Agent by any Borrower or a Lender), the Agent within a reasonable time shall give written notice thereof to the Lenders, and shall take such action with respect to such Event of Default or other condition or event as it shall be directed to take by the Required Lenders; provided, however, that, unless and until the Agent pursuant hereto shall have received such directions, the Agent may take such action or any refrain from taking such action hereunder or under the Security Documents or other Loan Documents with respect to a Default or Event of Default as it shall deem advisable in the best interests of the Security DocumentsLenders. The Agent shall not be required responsible in any manner to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required HoldersLenders for the effectiveness, and enforceability, perfection, value, genuineness, validity or due execution of this Agreement, the Notes or any of the other Loan Documents or Collateral or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained herein or in any such instructions shall instrument or be binding upon all holders under any obligation to ascertain or inquire as to the performance or observance of Notes; providedany of the terms, howeverprovisions, that covenants, conditions, agreements or obligations of this Agreement or any of the other Loan Documents or any other agreements on the part of the Borrowers and, without limiting the generality of the foregoing, the Agent shall not be required to take any action whichshall, in the reasonable opinion absence of knowledge to the Agentcontrary, exposes the Agent be entitled to liability or which is contrary accept any certificate furnished pursuant to this Agreement or any of the other Transaction Document or applicable law. The Agent Loan Documents as conclusive evidence of the facts stated therein and shall be entitled to rely upon on any written noticesnote, statementsnotice, certificatesconsent, orders certificate, affidavit, letter, telegram, teletype message, statement, order or other documents or any telephone message believed by document which it believes in good faith to be genuine and correct and to have been signed, signed or sent or made by the proper Personperson or persons. It is understood and agreed that the Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party, and engage in other transactions with respect the Borrowers, as though it were not Agent of the Lenders hereunder. The Agent shall promptly give notice to all matters pertaining the Lenders of the receipt or sending of any notice, schedule, report, projection, financial statement or other document or information pursuant to this Agreement or any of the other Transaction Loan Documents and shall promptly forward a copy thereof to each Lender. Neither the Agent nor any of its duties directors, officers, employees or agents shall have any responsibility to the Borrowers on account of the failure or delay in performance or breach by any Lender other than the Agent of any of its obligations hereunder or thereunder, upon advice to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrowers of any of their respective obligations hereunder or in connection herewith. The Agent may consult with legal counsel selected by it in connection with matters arising under this Agreement or any of the other Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Agent may exercise any of its powers and rights and perform any duty under this Agreement or any of the other Loan Documents through agents or attorneys. The Agent and the Borrowers may deem and treat the payee of any Note as the holder thereof until written notice of transfer shall have been delivered as provided in Section 11.03 by such payee to the Agent and the Borrowers and such transfer is otherwise in accordance with Section 11.03. With respect to the Loans made hereunder, the Notes issued to it and any other Credit Event applicable to it, the Agent in its individual capacity and not as an Agent shall have the same rights, powers and duties hereunder and under any other agreement executed in connection herewith as any other Lender and may exercise the same as though it were not the Agent, and the Agent and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers or other affiliate thereof as if it were not the Agent. Each of the Lenders hereby acknowledges that the Agent and/or one or more Affiliates of the Agent may at any time and from time to time be a holder of equity interests in a Loan Party. (i) to reimburse the Agent in the amount of such Lender's pro rata share (based on its Commitment hereunder) of any expenses incurred for its own benefit and/or for the benefit of the Lenders by the Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, not reimbursed by the Borrowers and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees or agents, on demand, in the amount of its pro rata share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Agent or any of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents, to the extent not reimbursed by the Borrowers; provided, however, that no Lender shall be liable to the Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgment, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Agent or any of its directors, officers, employees or agents. With respect to the release of Collateral, Lenders hereby irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any property covered by this Agreement or the other Loan Documents (i) upon termination of the Total Commitment and payment and satisfaction of all Obligations; (ii) constituting property being sold or disposed of in compliance with the provisions of this Agreement (and the Agent may rely in good faith conclusively on any certificate, without further inquiry); or (iii) constituting property leased to any of the Borrowers or any subsidiary under a lease which has expired or been terminated or is about to expire and which has not been, and is not intended by the applicable Borrower or such subsidiary to be, renewed or extended; provided, however, that (x) the Agent shall not be required to execute any release on terms which, in the Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of any Loan Party, in respect of), all interests retained by any Loan Party, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the property covered by this Agreement or the Loan Documents. With respect to perfecting the Lenders' security interest in Collateral which, in accordance with Article 9 of the Uniform Commercial Code or any comparable provision of the Personal Property Security Law in any applicable jurisdiction, can be perfected only by possession, each Lender hereby appoints each other Lender for the purpose of perfecting such interest. Should any Lender (other than the Agent) obtain possession of any such Collateral, such Lender shall notify the Agent, and, promptly upon the Agent's request, shall deliver such Collateral to the Agent or in accordance with the Agent's instructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce this Agreement or any Loan Document or to realize upon any Collateral for the Loans, it being understood and agreed that such rights and remedies may be exercised only by the Agent. In the event that a petition seeking relief under Title 11 of the United States Code or any other Federal, state or foreign bankruptcy, insolvency, liquidation or similar law is filed by or against any Loan Party, the Agent is authorized to file a proof of claim on behalf of itself and the Lenders in such proceeding for the total amount of Obligations owed by such Loan Party. With respect to any such proof of claim which the Agent may file, each Lender acknowledges that without reliance on such proof of claim, such Lender shall make its own evaluation as to whether an individual proof of claim must be filed in respect of such Obligations owed to such Lender and, if so, take the steps necessary to prepare and timely file such individual claim. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and any other Loan Document to which such Lender is party. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the Lenders and the Borrowers. Upon any such resignation, the Lenders shall have the right to appoint a successor Agent with the consent of the Borrowers which shall not be unreasonably withheld (except that no such consent shall be required if an Event of Default shall exist under paragraph (b) or (c) of Article VIII). If no successor Agent shall have been so appointed by such Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office in ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor bank, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder and under each of the other Loan Documents. After any Agent's resignation hereunder, the provisions of this Article shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. The Lenders hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by the Agent pursuant to the provisions of this Agreement or any of the other Loan Documents unless it shall be requested in writing to do so by the Required Lenders. The Lenders further hereby acknowledge that the Agent is not acting as the fiduciary of, or the trustee for, any of the Lenders and except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information communicated to the Agent by or relating to the Borrower or any of their respective subsidiaries.

Agent. (a) Each Purchaser Secured Party hereby (i) designates and appoints Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf serve in accordance with the terms hereof and thereofconditions of this Agreement, and the Agent hereby agrees to act as such, upon the terms and conditions provided in this Agreement. The Agent may execute any of its duties under this Agreement by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not havebe entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent or other document or conversation believed by reason hereof it to be genuine and correct. The Agent shall be fully justified in failing or refusing to take any action unless it first receives such advice or concurrence from the Required Secured Parties. The Agent shall be under no obligation to take any action to protect, preserve or enforce any rights or interests in the Collateral or to take any action toward the execution or enforcement of the other Security Documentsrights and remedies hereunder, a fiduciary relationship in respect whether on its own motion or on the request of any Purchaser. Neither other Person, which in the opinion of the Agent nor may involve loss, liability or expense to it, unless the Debtor and/or one or more Secured Parties shall offer and furnish security or indemnity, reasonably satisfactory to the Agent, against loss, liability and expense to the Agent. As used herein, “Required Secured Parties” means, as of any date, the Secured Parties holding at least a majority of its officers, directors, employees the outstanding principal amount of the Notes on such date. The Agent shall in all cases be fully protected in acting or agents shall have any liability to any Purchaser for refraining from acting in accordance with a request or consent of the Required Secured Parties and such request and any action taken or omitted failure to act pursuant thereto shall be binding upon all of the Secured Parties. The Agent will not be deemed to have knowledge or notice of the occurrence of any Event of Default except with respect to payment default required to be taken paid to the Agent in connection hereof its individual capacity, unless the Agent shall have received written notice from a Secured Party or the Debtor describing such default. The Agent shall use its best efforts to notify all Secured Parties and the Debtor of any such notice. The Agent shall take such action with respect to such default as may be reasonably and lawfully requested by the Required Secured Parties in accordance with the terms of this Agreement subject to the requirements set forth above for indemnification and further subject to its right to resign under Section 13 below. In addition to any other Security Document except to indemnification provided for hereunder or otherwise in favor of the extent caused by Agent, each of the Secured Parties shall indemnify upon demand the Agent and its own agents, pro rata, from and against any and all actions, causes of actions, suits, losses, liabilities, damages and expenses, including reasonable attorney's fees, other than those resulting from the Agent or its agents gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to advance, expend or risk its own funds or otherwise incur personal liability in the performance of its duties or in the exercise of any discretion rights or take any actionremedies hereunder. All funds expended by the Agent hereunder (including, but without limitation, funds expended for reasonable attorney’s fees) shall be required promptly reimbursed by the Debtor and/or the Secured Parties upon demand from the Agent. Nothing shall limit or restrict the right of the Agent in its individual capacity to act or be a holder of Notes and to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions exercise its rights thereunder, including, without limitation, its right to vote as a Secured Party as part of the Required HoldersSecured Parties. The Agent shall not be liable or responsible in any way for any diminution in the value of the Collateral or any act or default of any warehouseman, and such instructions carrier, forwarding agency, or other Person whomsoever, but the same shall be binding upon all holders at the sole risk of Notes; providedthe Debtor and/or the Secured Parties. Unless instructed in writing by the Required Secured Parties and indemnified by the Secured Parties, however, that the Agent shall not be required responsible for effecting any filings with the United States Patent and Trademark Office or the United States Copyright Office with respect to take any action which, in the reasonable opinion of the AgentCollateral. The Agent makes no representation or warranty as to the validity, exposes sufficiency or enforceability hereof or of the Agent Collateral or as to liability the value, title, condition, or which is contrary to this Agreement adequacy of insurance on, or any other Transaction Document or applicable lawotherwise with respect to, the Collateral. The Agent shall not be entitled accountable to rely upon any written notices, statements, certificates, orders anyone for the use or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any application of the other Transaction Documents proceeds of the Notes. The Agent makes no representation or warranty as to the attachment, perfection or priority of the security interests and its duties hereunder or thereunder, upon advice of counsel selected by itliens contemplated hereby.

Agent. (a) Each Purchaser hereby (i) appoints Agent, as the collateral agent hereunder Actions The Agent shall at all times act upon and under the other Security Documents, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with written instructions received from a Two-Thirds-in-Interest (as defined in Section 15) time to time. The Agent shall be deemed to be authorized on behalf of each Secured Party to act on behalf of such Secured Party under this Agreement and, in the absence of written instructions from a Two-Thirds-in-Interest (with respect to which the Agent agrees that it will, subject to the last two sentences of this Section, comply, except as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. The Agent shall not have, by reason hereof have no duty to ascertain or inquire as to the performance or observance of any of the other Security Documents, a fiduciary relationship in respect terms of any Purchaserthis Agreement by the Borrower. Neither By accepting their Debentures each Secured Party shall be deemed to have agreed to indemnify the Agent nor (which agreement shall survive any termination of its officerssuch Secured Party’ percentage), directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any and all liabilities, obligations, losses, damages, liabilities, obligations, penalties, actions, judgments, suits, feescosts, costs expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement and the Debentures, including the reimbursement of the Agent for all out-of-pocket expenses (including, without limitation, reasonable including attorneys’ fees, costs and expenses) incurred by such the Agent Indemnitee, whether direct, indirect or consequential, arising from hereunder or in connection with herewith or in enforcing the performance by such Agent Indemnitee Obligations of the duties and obligations Borrower under this Agreement or the Debentures, in all cases as to which the Agent is not reimbursed by the Borrower; provided that no Secured Party shall be liable for the payment of Agent pursuant hereto any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or any disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Security DocumentsAgent’s gross negligence or willful misconduct. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action whichhereunder or under the Debentures, or to prosecute or defend any suit in the reasonable opinion respect of the Agent, exposes the Agent to liability or which is contrary to this Agreement or under the Debentures, unless the Agent is indemnified to its reasonable satisfaction by the Secured Parties against loss, costs, liability and expense. If any other Transaction Document or applicable law. The indemnity in favor of the Agent shall be entitled become impaired, it may call for additional indemnity and cease to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by do the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itacts indemnified against until such additional indemnity is given.

Agent. (a) Each Purchaser hereby (i) appoints Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes The Lenders agree to indemnify the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused not reimbursed by its own gross negligence or willful misconductthe Borrower), and each Purchaser agrees ratably, according to defendtheir respective Commitment Percentages, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any and all liabilities, obligations, losses, damages, liabilities, obligations, penalties, actions, judgments, suits, feescosts, costs and expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided, that, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including, without limitation, including reasonable attorneys’ counsel fees, costs and expenses) incurred by such the Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, extent that the Agent shall is not be required reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to take any action whichsuch liabilities, in the reasonable opinion of obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements, this Section 9.05(a) applies whether any such investigation, litigation or proceeding is brought by the Agent, exposes the Agent to liability an Issuing Bank, any Lender or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by ita third party.

Agent. (a) Each Purchaser Lender hereby irrevocably appoints Deerfield Partners, L.P. (i) appoints Agenttogether with any successor Agent appointed by Deerfield Partners, L.P. or any successor Agent that was appointed by the Required Lenders), as the collateral agent Agent hereunder and under the other Security DocumentsFacility Documents and authorizes Agent to (i) execute and deliver the Facility Documents to which it is a party and accept delivery thereof on its behalf from any Loan Party, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action other actions on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Agent under the Facility Documents and (iii) exercise such Purchaserpowers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Facility Document, Agent shall not have any duty or responsibility except those expressly set forth herein; nor shall Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Facility Document or otherwise exist against Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in other Facility Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Secured Party further consents to and authorizes Agent’s behalf in accordance with execution and delivery of any additional intercreditor or subordination agreements from time to time as contemplated by the terms hereof on behalf of such Secured Party and agrees to be bound by the terms and provisions thereof, including any purchase option contained therein. The provisions of this Section 9.13 are solely for the benefit of Agent and the Lenders and none of the Borrowers or the other Loan Parties shall have any rights as a third party beneficiary of any of the provisions in this Section 9.13. In performing its functions and duties under this Agreement and the other Facility Documents, Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Borrower or any other Loan Party. Agent may perform any of its duties hereunder, or under the Facility Documents, by or through its agents, subagents, servicers, trustees, investment managers or employees and any such Person shall benefit from this Section 9.13 to the extent provided by Agent. Agent shall have the same rights and powers under the Facility Documents as any other Lender and may exercise or refrain from exercising the same as though it were not Agent, and Agent and its Affiliates may lend money to, invest in and generally engage in any kind of business with each Loan Party, Affiliate of any Loan Party as if it were not Agent hereunder. The duties of Agent shall be mechanical and administrative in nature. Agent shall not have, have by reason hereof of this Agreement or any of the other Security Documents, Facility Documents a fiduciary relationship in respect of any PurchaserLender. Nothing in this Agreement or any of the other Facility Documents is intended to or shall be construed to impose upon Agent any obligations in respect of this Agreement or any of the other Facility Documents except as expressly set forth herein or therein. (c) Neither the Agent nor any of its directors, officers, directorsemployees, employees attorneys, advisors, representatives or agents shall have any liability to any Purchaser (i) be liable for any action taken or omitted to be taken by any of them under or in connection hereof with this Agreement or any other Security Facility Document or the Transactions or the transactions contemplated hereby or thereby (except to the extent caused by resulting from its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein as determined by a final, and each Purchaser agrees non-appealable judgment of a court of competent jurisdiction), or (ii) be responsible in any manner to defendany Lender or participant for any recital, protectstatement, indemnify and hold harmless the representation or warranty made by any Loan Party or Affiliate of any Loan Party, or any officer thereof, contained in this Agreement or in any other Facility Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from under or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto with, this Agreement or any other Facility Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Facility Document (or the Security Documentscreation, perfection or priority of any Lien or security interest therein), or for any failure of any Loan Party or any other party to any Facility Document to perform its obligations (including the Obligations) hereunder or thereunder. The Agent shall not be required under any obligation to exercise any discretion Lender to ascertain or take to inquire as to the observance or performance of any actionof the agreements contained in, but or conditions of, this Agreement or any other Facility Document, or to inspect the properties, books or records of any Loan Party or any Loan Party’s Affiliates. (d) Agent shall be required entitled to act or to refrain from acting (rely, and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holdersrelying, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message communication believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper PersonPerson or Persons, and with respect upon advice and statements of legal counsel (including counsel to all matters pertaining any Loan Party), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Facility Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, confirmation from the Lenders of their obligation to indemnify Agent against any and all liabilities and expenses (including any fees and expenses of counsel to Agent) that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Facility Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon each Lender. (e) Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Default, unless Agent shall have received written notice from a Lender or any Loan Party referring to this Agreement and the other Facility Documents, describing such Event of Default or Default and stating that such notice is a “notice of default.” Agent shall take such action with respect to such Event of Default or Default as the Required Lenders may direct; provided that, unless and until Agent has received any such request, Agent shall not take any such action, or refrain from taking any such action, with respect to such Event of Default or Default. (f) Each Lender acknowledges that Agent has not made any representation or warranty to it, and that no act by Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties or any of their Subsidiaries, shall be (g) Other than with respect to the matters described in clause (i) below, which shall be governed by such clause, whether or not the transactions contemplated hereby are consummated, each Lender shall severally indemnify upon demand Agent and its directors, officers, partners, employees, attorneys, advisors, representatives and agents (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of the Loan Parties to do so), according to its applicable pro rata share, from and against any and all losses, claims (including the reasonable attorneys’ fees incurred in defending against such claims), damages, liabilities, penalties or other expenses arising out of, or relating to, any of Agent’s duties, responsibilities or actions set forth in or that taken pursuant to the Facility Documents; provided that no Lender shall be liable for any payment to any such Person of any portion of the foregoing to the extent determined by a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the applicable Person’s gross negligence or willful misconduct. No action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.13(g). Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Facility Document or any document contemplated by or referred to herein or therein, to the extent that Agent is not reimbursed for such fees, costs and expenses by or on behalf of the Loan Parties. The undertaking in this Section 9.13(g) shall survive repayment of the Loans and the other Obligations, any foreclosure under, or modification, release or discharge of, any or all of the Facility Documents, termination of this Agreement or the other Facility Documents and the resignation or replacement of Agent. (h) Agent may resign as Agent upon thirty (30) days’ notice to the Borrower and the Lenders, and the Required Lenders have the right, at their sole election, to remove the Person serving as Agent upon ten (10) days’ notice to Agent (or immediately upon any material breach of Agent of its duties hereunder obligations under the Facility Documents). If Agent resigns under this Agreement or thereunderthe Required Lenders remove the Person serving as Agent, upon advice the Required Lenders shall appoint from among the Lenders a successor Agent for such successor Agent and the Lenders. If no successor Agent is appointed prior to the effective date of counsel selected by it.the resignation or removal of Agent, Agent may

Agent. (a) In order to expedite the transactions contemplated by this Agreement, The Chase Manhattan Bank is hereby appointed to act as Agent on behalf of the Lenders. Each Purchaser hereby (i) appoints Agentof the Lenders and each subsequent holder of any Note or issuer of any Letter of Credit by its acceptance thereof, as the collateral agent hereunder and under the other Security Documents, and (ii) irrevocably authorizes the Agent (and its officers, directors, employees and agents) to take such action on its behalf and to exercise such Purchaser’s behalf in accordance with powers hereunder and under the Security Documents and other Loan Documents as are specifically delegated to or required of the Agent by the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaserterms thereof together with such actions and powers as are reasonably incidental thereto. Neither the Agent nor any of its directors, officers, directors, employees or agents shall have any liability to any Purchaser be liable as such for any action taken or omitted to be taken by it or them hereunder or under any of the Security Documents and other Loan Documents or in connection hereof herewith or any other Security Document except to therewith (a) at the extent caused by request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder or thereunder, the consent of all the Lenders) or (b) in the absence of its or their own gross negligence or willful misconduct. For its services as Agent, the Borrower has agreed to pay The Chase Manhattan Bank an administration fee which has been negotiated between the parties. The Agent is hereby expressly authorized on behalf of the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of each of the Lenders any payment of principal of or interest on the Notes outstanding hereunder and all other amounts accrued hereunder which are paid to the Agent, and promptly to distribute to each Purchaser agrees Lender its proper share of all payments so received, (b) to defenddistribute to each Lender copies of all notices, protect, indemnify agreements and hold harmless other material as provided for in this Agreement or in the Security Documents and other Loan Documents as received by the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”c) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary all actions with respect to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Security Documents and its duties hereunder or thereunder, upon advice of counsel selected by itother Loan Documents as are specifically delegated to the Agent.

Agent. (a) Each Purchaser Shareholder hereby revokes any and all prior proxies or powers of attorney with respect to any Shares held or owned by it. Each Shareholder irrevocably constitutes and appoints Lodi Vercelli as such Shareholder’s agent (the “Agent”), acting as hereinafter provided, as his attorney-in-fact and agent in his name, place and ▇▇▇▇▇ in connection with the transactions contemplated by this Agreement and matters arising therefrom subsequent to the date hereof, and acknowledges that such appointment is coupled with an interest. By executing and delivering this Agreement, the Agent hereby (i) appoints Agent, accepts his appointment and authorization as the collateral Agent to act as attorney-in-fact and agent hereunder in the name, place and under stead of each Shareholder in accordance with the other Security Documents, terms of this Agreement and (ii) agrees to perform his duties and obligations under this Agreement. (b) Each Shareholder authorizes the Agent, in the name and on behalf of such Shareholder, to do or cause to be done for such Shareholder any of the following: (i) To take any and all actions necessary or advisable in the opinion of the Agent to consummate the transactions contemplated by this Agreement; (ii) To have and its officersexercise all of the rights, directorspowers and duties of each Shareholder under this Agreement to the same extent that such Shareholder personally otherwise would possess for the purpose of effectuating the consummation of the transactions contemplated by this Agreement. (iii) To give and receive any notice required or permitted under any Merger Document; (iv) To exercise any rights and take any action required or permitted to be taken under the Merger Documents; (v) To execute the Escrow Agreement and represent the Shareholders in connection with the Escrow, employees and agentsnegotiate on their behalf, resolve disputes, if any, with the Escrow Agent and with the Buyer, and, in general, deal with the Escrow and receive the Escrow Amount therefrom as it may become withdrawable or payable in accord with the Merger Documents; (vi) To negotiate, execute and deliver any amendment to take or modification of any of the Merger Documents, or any of the provisions hereof or thereof and any waiver, consent, schedule, release, instruction or notice hereunder or thereunder, except that the Agent shall have no authority to amend Sections 3.1 or 3.2 hereof or Exhibit A or Exhibit A-1 to this Agreement without the consent of all of Shareholders; (vii) To settle, compromise and negotiate or dispute any claims for indemnification under Article 8 hereof or other claim made by either Buyer or Merger Subsidiary under any Merger Document and provide the Escrow Agent with instructions concerning payments of claims from the Escrow; (viii) To execute, deliver and duly endorse, for and on behalf of each Shareholder, stock certificate(s), stock power(s) or other documents required or contemplated to be provided in connection with the transactions contemplated by this Agreement and the Escrow Agreement; (ix) To negotiate and compromise any dispute which may arise, and to exercise or refrain from exercising remedies available under any Merger Document and to sign any releases or other documents with respect to any such action dispute or remedy; (x) To give such instructions and do such other things and refrain from doing such other things as the Agent shall deem necessary or appropriate to carry out the provisions of any Merger Document; and (xi) To incur such expenses on such Purchaser’s behalf of the Shareholders as and when the Agent shall determine in his sole discretion in carrying out his obligations hereunder. (c) Each Shareholder agrees to be bound by all agreements and determinations made, and contracts negotiated, executed and delivered, by the Agent in accordance with the terms of this Agreement. (d) Each Shareholder hereby expressly acknowledges and agrees that the Agent is authorized to act in his name and on his behalf in accordance with the terms hereof of this Agreement. Notwithstanding any dispute or disagreement among Shareholders and/or the Agent, the Buyer, Merger Subsidiary, the Escrow Agent and thereofany third party shall be entitled in good faith to rely on any and all action taken by the Agent under the Merger Documents, without any liability to, or obligation to inquire of, any of Shareholders and specifically may rely on any amendments, receipts, certificates, consents, waivers, schedules, releases, instructions, notices, statements, agreements or other documents signed or otherwise provided by the Agent with respect to any matter in connection with any Merger Document. (e) If Lodi Vercelli, as the Agent, ceases to function as the Agent, for any reason whatsoever, then, upon written notice to the Buyer, Merger Subsidiary and Escrow Agent, ▇▇▇▇▇ Szczepanskishall serve as the successor Agent until the date that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ceases to function as the Agent, for any reason whatsoever. If ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ceases to function as successor Agent for any reason whatsoever, then Shareholders (or their successors in interest) that, immediately prior to the Closing held a majority of the outstanding Company Shares, may appoint a successor by an instrument in writing. (f) The authorization of the Agent shall be effective until such rights and obligations under this Agreement terminate by virtue of the termination of any and all rights and obligations of the Shareholders under the Merger Documents. (g) The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser be liable for any action taken acts or omitted to be taken in connection hereof or any other Security Document omissions under this Section 2.5 except to the extent caused by its for his own gross negligence or willful misconduct. Each Shareholder agrees, to jointly and each Purchaser agrees severally indemnify and to defend, protect, indemnify save and hold harmless the Agent of, from, against and all in respect of its officersany claim, directorsaction, employees and agents (collectivelycause of action, the “Agent Indemnitees”) from and against any lossescost, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) liability or expense suffered or incurred by such or asserted against the Agent Indemnitee, whether direct, indirect based upon or consequential, arising from or in connection with out of the performance by such the Agent Indemnitee of any act, matter or thing pursuant to the appointment herein made, except that no Shareholder shall be held or required to indemnify or to save or hold harmless the Agent for the gross negligence or willful misconduct of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion performance of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its his duties hereunder or thereunder, upon advice of counsel selected by ithereunder.

Agent. (a) Each Purchaser hereby The Agent may, upon thirty (i30) appoints days' notice to the Borrower, the Servicer, the Lender and each other party hereto, resign as Agent. If MLCFC shall resign as Agent under this Agreement, then the Lender during such thirty-day period shall appoint a successor Agent, as whereupon such successor Agent shall succeed to the collateral agent hereunder rights, powers and under the other Security Documents, and (ii) authorizes duties of the Agent (and its officers, directors, employees and agents) references herein to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not havemean such successor agent, by reason hereof effective upon its appointment; and such former Agent's rights, powers and duties in such capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the other Security Documentsparties to this Agreement. After any retiring Agent's resignation hereunder as such agent, a fiduciary relationship in respect the provisions of Article VIII, this Article II and Section 9.07 shall inure to its benefit as to any Purchaser. actions taken or omitted to be taken by it while it was Agent under this Agreement. (b) Neither the Agent nor any of its directors, officers, directorsagents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent, employees as applicable, under or agents in connection with this Agreement or any other agreement executed pursuant hereto, except for its or their own gross negligence or willful malfeasance. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Borrower, the Servicer, the Backup Servicer and the Collection Account Bank), independent public accountants and other experts selected by it and shall have any liability to any Purchaser not be liable for any action taken or omitted to be taken in connection hereof good faith by it in accordance with the advice of such counsel, accountants or any other Security Document except experts; (ii) makes no warranty or representation to the extent caused Lender and shall not be responsible to the Lender for any statements, warranties or representations made by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless any Person other than the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from in or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto this Agreement or in connection with any of the Security Documentsother agreements executed pursuant hereto; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the Servicer or to inspect the property (including the books and records) of the Borrower or the Servicer; (iv) shall not be responsible to the Lender for the genuineness or sufficiency of value of the Pledged Assets or the due execution, liability, validity, enforceability, genuineness or sufficiency of value of this Agreement or any other agreement, instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement or any other agreement executed pursuant hereto, by acting upon any notice, consent, certificate or other instrument or writing (which may be by telex or facsimile) believed by it to be genuine and signed or sent by the proper party or parties. (c) The Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact approved by the Lender or any Affiliate of the Agent and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be required to exercise responsible for the negligence or misconduct of any discretion agents or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed attorneys-in-fact selected by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itreasonable care.

Agent. (a) Each Purchaser hereby (i) appoints AgentBy voting in favor of the adoption of this Agreement, as approval of the collateral agent hereunder and under principal terms of the other Security DocumentsMerger, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any consummation of the other Security DocumentsMerger or participating in the Merger and receiving the benefits thereof, a fiduciary relationship in respect of any Purchaser. Neither including the Agent nor any of its officersright to receive the Carve-Out Payments, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, each Selling Stockholder and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents Carve-Out Recipient (collectively, the “Agent IndemniteesCompany Indemnifying Parties”) from shall be deemed to have approved the designation of, and against any losseshereby designates, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Shareholder Representative Services LLC as the Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties Company Indemnifying Parties and obligations as the attorney-in-fact and agent for and on behalf of each Company Indemnifying Party with respect to claims for indemnification under this Section 9 and the taking by the Agent pursuant hereto of any and all actions and the making of any decisions required or any permitted to be taken by the Agent under this Agreement and the Escrow Agreement, including the exercise of the Security Documents. The Agent shall not be required power to: (i) give and receive notices and communications to exercise any discretion or take any action, but shall be required to act or to refrain from acting Parent (and shall be fully protected in so acting or refraining from acting) upon the instructions on behalf of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement itself or any other Transaction Document or applicable law. The Parent Indemnitee) and/or the Escrow Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining relating to this Agreement, the Escrow Agreement or any of the transactions and other Transaction Documents matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (ii) authorize the release or delivery to any Parent Indemnitee of all or a portion of the Escrow Amount or the set-off of a portion of the Carve-Out Payments, as the case may be, in satisfaction of indemnification claims by Parent or any other Parent Indemnitee pursuant to this Section 9 (including by not objecting to such claims); (iii) agree to, object to, negotiate, resolve, waive compliance, enter into settlements and its duties hereunder compromises of, demand litigation of, and comply with orders of courts with respect to, (A) indemnification claims by Parent or thereunderany other Parent Indemnitee pursuant to this Section 9 or (B) any dispute between any Parent Indemnitee and any such Company Indemnifying Party, upon advice in each case relating to this Agreement or the Escrow Agreement; and (iv) take all actions necessary or appropriate in the judgment of counsel selected by it.the Agent for

Agent. (a) Each Purchaser hereby (i) appoints AgentBy virtue of the approval of the Merger and the adoption of this Agreement, the Equityholders hereby, and by virtue irrevocably nominate, constitute and appoint WT IP Holdings, LLC as the collateral agent hereunder and under true and lawful attorney-in-fact of the other Security DocumentsEquityholders (the “Agent”), with full power of substitution, to act in the name, place and (ii) authorizes stead of the Equityholders for purposes of executing any documents and taking any actions that the Agent (and may, in his, her or its officerssole discretion, directors, employees and agents) determine to take such action on such Purchaser’s behalf be appropriate in accordance connection with the terms hereof and thereof. The Agent shall not have, by reason hereof consummation of the Merger or any of the other Security Documentstransactions contemplated by this Agreement. WT IP Holdings, a fiduciary relationship in respect LLC hereby accepts its appointment as Agent. (b) By virtue of any Purchaser. Neither the approval of the Merger and the adoption of this Agreement, the Equityholders hereby grant to the Agent nor full authority to execute, deliver, acknowledge, certify, file and record on behalf of the Equityholders (in the name of the Equityholders or otherwise) any of and all documents that the Agent may, in his, her or its officerssole discretion, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted determine to be taken appropriate, in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, such forms and each Purchaser agrees to defend, protect, indemnify and hold harmless containing such provisions as the Agent and all may, in his, her or its sole discretion, determine to be appropriate (including any amendment to or waiver of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto rights under this Agreement or any of the Security Documentsother agreements referred to in this Agreement). The Agent shall not be required Notwithstanding anything to exercise the contrary contained in any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any of the other Transaction Document or applicable law. The Agent agreements referred to in this Agreement: (i) Parent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by deal exclusively with the proper Person, and with respect to Agent on all matters pertaining relating to this Agreement or any of the other Transaction Documents agreements referred to in this Agreement and the consummation of the Merger or any of the other transactions contemplated by this Agreement (including all matters relating to any notice to, or any Consent to be given or action to be taken by, the Equityholders); and (ii) each Indemnitee shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of the Equityholders by the Agent, and on any other action taken or purported to be taken on behalf of the Equityholders by the Agent, as fully binding upon the Equityholders. (c) The Equityholders recognize and intend that the power of attorney granted in Section 6.5(a): (i) is coupled with an interest and is irrevocable; (ii) may be delegated by the Agent; and (iii) shall survive the death, incapacity, or dissolution, if applicable, of each Equityholder. (d) If the Agent shall die, become disabled or otherwise be unable to fulfill his, her or its responsibilities hereunder, the Equityholders, within ten (10) days after such death or disability, shall appoint a successor to the Agent and immediately thereafter notify Parent of the identity of such successor. Any such successor shall succeed the Agent as Agent hereunder. (e) All expenses incurred by the Agent in connection with the performance of his, her or its duties hereunder as Agent shall be borne and paid by the Equityholders and not by Parent or thereunder, upon advice of counsel selected by itthe Surviving Company.

Agent. (a) In order to expedite the transactions contemplated by this Agreement, VXM is hereby appointed to act as Agent on behalf of the Lenders. Each Purchaser hereby (i) appoints Agentof the Lenders and each subsequent holder of any Note, as the collateral agent hereunder and under the other Security Documentsby its acceptance thereof, and (ii) irrevocably authorizes the Agent (and its officers, directors, employees and agents) to take such action on its behalf and to exercise such Purchaser’s behalf in accordance with powers hereunder and under the Security Documents as are specifically delegated to or required of the Agent by the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaserterms thereof together with such actions and powers as are reasonably incidental thereto. Neither the Agent nor any of its directors, officers, directors, employees or agents shall have any liability to any Purchaser be liable as such for any action taken or omitted to be taken by it or them hereunder or under any of the Security Documents or in connection hereof herewith or any other Security Document except to therewith (a) at the extent caused by request or with the approval of all the Lenders or (b) in the absence of its or their own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent Company shall be entitled to rely conclusively on the instructions and decisions of the Agent as to any matter described herein, and no party hereto shall have any cause of action against the Company for any action taken by the Company in reliance upon the instructions or decisions of the Agent. Payment by the Company of the principal balance of all Loans and all accrued interest to the Agent shall constitute payment to all of the Lenders for all purposes of this Agreement. The Agent is hereby expressly authorized on behalf of the Lenders, without hereby limiting any written implied authority, (a) to receive on behalf of each of the Lenders any payment of principal of or interest on the Notes outstanding hereunder and all other amounts accrued hereunder which are paid to the Agent, and promptly to distribute to each Lender its proper share of all payments so received, (b) to distribute to each Lender copies of all notices, statements, certificates, orders agreements and other material as provided for in this Agreement or other documents or any telephone message believed in the Security Documents as received by it in good faith such Agent and (c) to be genuine and correct and to have been signed, sent or made by the proper Person, and take all actions with respect to all matters pertaining to this Agreement and the Security Documents as are specifically delegated to the Agent. In the event that (a) the Company fails to pay when due the principal of or interest on any Note or any fee payable hereunder or (b) the Agent receives written notice of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.occur-

Agent. (a) Each Purchaser hereby At the Closing, by the adoption of the Merger, and by receiving the benefits thereof, including the right to receive consideration in connection herewith, each Equityholder shall be deemed to have appointed Shareholder Representative Services LLC as the Agent for all purposes in connection with this Agreement and the related agreements. The Agent will be the agent for and on behalf of the Equityholders to: (i) appoints Agentexecute, as the collateral agent hereunder Agent, this Agreement and under any agreement or instrument entered into or delivered in connection with the other Security DocumentsTransactions, and (ii) authorizes give and receive notices, instructions and communications permitted or required under this Agreement, or any other Transaction Document, for and on behalf of any Equityholder, to or from Parent (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other Transaction Document (except to the extent that this Agreement expressly contemplates that any such notice or communication will be given or received by each Equityholder individually), (iii) review, negotiate and agree to and authorize Parent to reclaim an amount of cash from and/or cancel a number of Parent Shares held in the Escrow Fund in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article 8, (iv) object to such claims pursuant to Section 8.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Equityholder or necessary in the judgment of the Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and its officersother experts selected by it, directorssolely at the cost and expense of the Equityholders, employees (vii) consent or agree to any amendment to this Agreement or to waive any terms and agentsconditions of this Agreement providing rights or benefits to the Equityholders (other than with respect to the payment and issuance of the Per Share Consideration as applicable) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereofin the manner provided herein, Parent, (viii) to vote any Escrowed Stock on behalf of the Equityholders, or (ix) take all actions necessary or appropriate in the judgment of the Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Parent, the Merger Subs and their respective Affiliates (including after the Second Effective Time, the Surviving Company) will be entitled to rely on the appointment of Shareholder Representative Services LLC as the Agent and treat such Agent as the duly appointed attorney-in-fact of each Equityholder and as having the duties, power and authority provided for in this Section 8.7. The Equityholders will be bound by all actions taken and documents executed by the Agent shall not havein connection with this Article 8, and Parent and other Indemnified Persons will be entitled to rely exclusively on any action or decision of the Agent. The Person serving as the Agent may be removed or replaced from time to time, or if such Person resigns from its position as the Agent, then a successor may be appointed, by reason hereof or any the holders of a majority in interest of the other Security Documents, a fiduciary relationship aggregate number of Parent Shares then held in respect the Escrow Fund upon not less than 30 days’ prior written notice to Parent. No bond will be required of any Purchaserthe Agent. Neither The Person serving as the Agent nor any of its officers, directors, employees or agents shall have any liability may resign upon not less than 14 days’ prior written notice to Parent and the advisory committee established pursuant to the Engagement Agreement. (b) The Agent will not be liable to any Purchaser Equityholder for any action taken act done or omitted to be taken in connection hereof or with its services hereunder and any other Security Document related agreement except to the extent caused by resulting from its own bad faith, gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required liable for any action or omission pursuant to exercise any discretion or take any actionthe advice of counsel. The Agent will serve as the Agent without compensation other than pursuant to the terms of that certain Engagement Agreement to be entered into by and among the Agent, but shall be required to act or to refrain from acting (the Company and shall be fully protected in so acting or refraining from acting) upon the instructions certain of the Required HoldersEquityholders (the “Engagement Agreement”). The Equityholders will severally, and not jointly, in accordance with such instructions shall be binding upon all holders Equityholder’s Pro Rata Share, indemnify the Agent and hold it harmless against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (collectively, “Representative Losses”) arising out of Notesor in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion event that any such Representative Loss is finally adjudicated to have been caused by the bad faith, gross negligence or willful misconduct of the Agent, exposes the Agent will reimburse the Equityholders the amount of such indemnified Representative Loss to the extent attributable to such bad faith, gross negligence or willful misconduct. If not paid directly to the Agent by the Equityholders, Representative Losses may be recovered from the (i) Agent Expense Fund or (ii) any other funds or shares that become payable to the Equityholders under this Agreement at such time as such amounts or shares would otherwise be distributable to the Equityholders; provided, that while the Agent may be paid from the aforementioned sources of funds and shares, this does not relieve the Equityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Agent be required to advance its own funds on behalf of the Equityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or which is contrary to indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Agent hereunder. The foregoing indemnities will survive the Closing, the resignation or any other Transaction Document removal of the Agent or applicable law. the termination of this Agreement. (c) The Agent shall be entitled to rely upon no compensation for its service in such capacity other than pursuant to the terms of the Engagement Letter. The Agent Expense Fund will be used for the purposes of paying directly, or reimbursing the Agent for, any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining third-party expenses pursuant to this Agreement and the agreements ancillary hereto. The Equityholders will not receive any interest or earnings on the Agent Expense Fund and irrevocably transfer and assign to the Agent any ownership right that they may otherwise have had in any such interest or earnings. The Agent will not be liable for any loss of principal of the Agent Expense Fund other than as a result of its gross negligence or willful misconduct. The Agent will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Agent’s responsibilities, the Agent will deliver any remaining balance of the Agent Expense Fund to the Exchange Agent for further distribution to the Equityholders. For tax purposes, the Agent Expense Fund will be treated as having been received and voluntarily set aside by the Equityholders at the time of Closing. (d) From and after the Effective Time, Parent shall cause the Surviving Company to provide the Agent with reasonable access to information about the Surviving Company, in each case to the extent reasonably necessary for purposes of (i) litigating the Specified Third-Party Claims, (ii) preparing a Notice of Objection pursuant to Section 2.7(b) or (iii) resolving any matter set forth in a Notice of Objection pursuant to Section 2.7(d). Notwithstanding anything to the contrary in this Agreement, neither Parent nor the Surviving Company shall be required to provide access to any information if such access would jeopardize any attorney-client or other legal privilege unless (x) such parties enter into a mutually satisfactory joint-defense or common interest agreement or (y) the information to be accessed is pertinent to any litigation or dispute in which Parent and its Affiliates, on the one hand, and the Agent or the Equityholders, on the other hand, are adverse parties; provided that the Parent and the Surviving Company will use reasonable best efforts to develop alternative means, if possible, by which to provide such information to Agent. The Agent shall treat confidentially any nonpublic information it receives from Parent regarding the Surviving Company, as set forth in a mutually agreed upon confidentiality agreement; provided that Agent may disclose such information (A) to its legal, financial and tax advisors, accountants, auditors and other Representatives to the extent such Representatives have a need to know such information (so long as the same are obligated to maintain the confidentiality of the information provided), (B) to any Equityholder who has a need to know such information (so long as the same are obligated to maintain the confidentiality of the information provided), (C) to the extent reasonably necessary for enforcing Agent’s rights under this Agreement, or any other Transaction Documents, with any Governmental Body; (D) as required to comply with Applicable Law (in which case, to the extent not otherwise prohibited by Applicable Law, Parent will be provided with prior written notice thereof so that Parent may seek a protective order or other appropriate relief), or (E) to the extent such statement or disclosure is consistent with, and limited to, information that is publicly available (other than as result of a disclosure by such Agent or its Representatives in violation of this Agreement). Any such access under this Section 8.7(d) shall be conducted at Agent’s expense during normal business hours, under the supervision of the Company’s personnel and in such manner as not to unreasonably interfere with the normal operations of Parent or its Subsidiaries or the conduct of their business and shall provide Parent with reasonable advance notice prior to accessing any of the other Transaction Documents foregoing. (e) After the Closing, any notice or communication given or received by, and its duties hereunder any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or thereunderinstruction of, the Agent that is within the scope of the Agent’s authority under Section 8.7(a) will constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Equityholders and will be final, binding and conclusive upon advice each such Equityholder, and each Indemnified Person will be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of counsel selected time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Equityholder. Parent, the Merger Subs, the Surviving Company and the Indemnified Persons are hereby relieved from any Liability to any Person for any acts done by itthem in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Agent.

Agent. (a) Each Purchaser ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ is hereby appointed by each Holder (and their respective successors and assigns) as agent and attorney-in-fact with full power of substitution (the “Agent”) for each Holder, for and on behalf of each Holder, as the party authorized to: (i) appoints Agententer into and perform the Holders’ obligations under the Escrow Agreement; (ii) to negotiate, defend, dispute, contest, assert, compromise and settle all post-closing claims and matters arising under this Agreement, including those relating to any claim for indemnification under Article XII (including claims as to which a Holder or Holders become obligated pursuant to Section 12.6 to directly pay amounts to a Buyer Indemnified Party in respect of an indemnity claim) and to release all or any portion of the collateral agent hereunder Escrow Funds to satisfy such claims; (iii) agree to, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims and matters, and to take all actions necessary or appropriate in the reasonable judgment of the Agent for the accomplishment of the foregoing, including authorizing releases of Escrow Funds from the Escrow Account in connection therewith; (iv) initiate or refrain from initiating or dispute or refrain from disputing any claim for indemnification or other Claim under this Agreement; (v) take any other action expressly delegated to the Agent under the other Security terms of this Agreement and such other actions as may reasonably emanate therefrom; (vi) consent to and execute any amendment, waiver or consent of or under this Agreement or the Escrow Agreement; and (vii) give and receive notices and communications to or from the Seller Parties relating to the Transaction Documents and the transactions contemplated by the Transaction Documents, in each case without having to seek or obtain the consent of any Holder. (b) The Holders hereby agree that the Reimbursement Fund Amount shall be set aside and paid to the Agent and shall be available to the Agent to make any Final Holders Payment required under Section 3.2(d), to pursue and pay any expenses incurred in connection with the Retained Litigation, and to cover administrative and other expenses of the Agent associated with the performance of its obligations under this Section 13.12. If the Reimbursement Fund Amount is not sufficient to cover any Final Holders Payment or the third-party, out of pocket fees and expenses required to perform the obligations delegated to the Agent under this Agreement, the Agent shall notify the Holders of the estimated amount the Agent anticipates needing to satisfy such obligations. The Agent may (i) call capital from each Holder, in proportion to their Pro Rata Shares, to cover any such additional amounts, and each Holder shall deliver to the Agent its Pro Rata Share of the amount of capital called or (ii) fund such amounts out of any amount distributable to any Holder under this Agreement from and after the Closing, including any part of the Escrow Funds. If any Holder fails to fund its Pro Rata Share of such capital with 30 days of capital being called, the Agent may satisfy such payment obligation by bringing a claim against such defaulting party and/or offsetting any amount to which such defaulting party may be entitled under this Agreement (including such defaulting party’s portion of the Escrow Funds) plus interest at the rate of 5% from the date such capital was due to be funded to the date satisfied. The Agent may disburse all or any portion of the Reimbursement Fund Amount whenever it chooses and, subject to the foregoing right of offset, any amount so disbursed shall be disbursed pro rata to the Holders in the same proportions and using the same methodology as other disbursements are made to the Holders, which proportions and methodology are described in Section 13.12(c). Any portion of the Reimbursement Fund disbursed by the Agent to the Holders shall be treated for all Tax purposes as an adjustment to the Merger Consideration unless otherwise required by applicable Laws. (c) Any Escrow Shares received by the Agent for disbursement shall be disbursed to the Accredited Holders in whose name such Escrow Shares are issued. (d) Any Escrow Cash received by the Agent for disbursement shall be disbursed to the Non-Accredited Holders in proportion to each Non-Accredited Holder’s Non-Accredited Pro Rata Share of such Escrow Cash, minus (i) any amounts of Escrow Cash previously allocated to such Non-Accredited Holder as contemplated by Section 4.2(c) in respect of any indemnification obligation of such Non-Accredited Holder in this Agreement and (ii) authorizes if applicable, any amounts of Escrow Cash reserved in the Escrow Account pursuant to Section 4.2(d) and allocable to such Non-Accredited Holder. (e) Any Escrow Funds disbursed by the Agent to any of the Holders shall be treated for all Tax purposes as an adjustment to the Merger Consideration unless otherwise required by applicable Laws. (and its officers, directors, employees and agentsf) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof be liable to any Holder for any act done or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither omitted hereunder as the Agent nor any while acting in good faith and in the exercise of its officers, directors, employees or agents reasonable judgment. The Holders shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, severally indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, hold the “Agent Indemnitees”) from and harmless against any lossesloss, damagesliability or expense incurred without negligence, liabilities, obligations, penalties, actions, judgments, suits, fees, costs bad faith or willful misconduct on the part of the Agent and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from out of or in connection with the performance by such Agent Indemnitee acceptance or administration of the Agent’s duties under this Agreement, including the reasonable fees and obligations expenses of any legal counsel retained by the Agent. This right of indemnification shall survive the termination of this Agreement. The Holders hereby agree that the Agent pursuant hereto or any shall be entitled to access the Reimbursement Fund Amount for the payment of amounts due in respect of the Security Documentsrights to indemnification described in Section 13.12(f) if the Agent establishes that he or she is intended to such indemnification. The Buyer Parties and any other Person dealing with the Agent shall not be required is entitled to exercise rely on the actions taken by, and consents and approvals given by, the Agent without the need for further investigation. The Buyer Parties and any discretion or take any action, but other Person shall be required entitled to act or to refrain from acting (rely on the Agent’s actions, consents and shall be fully protected in so acting or refraining from acting) upon the instructions approvals notwithstanding any knowledge of the Required Holdersrelying Person. Neither the Buyer Parties nor any other Person shall have any liability for relying on the Agent in the foregoing manner. Notwithstanding anything to the contrary in this Agreement, and such instructions shall be binding upon all holders except in the case of Notes; providedcriminal activity or Fraud, however, that the Agent shall not be required liable to take the Buyer Parties for monetary damages for actions taken in his capacity as the Agent, and no Buyer Indemnified Party shall make any action whichclaim for such damages against the Agent. (g) If the Agent becomes unable or unwilling to serve as an Agent, such other Person or Persons as may be designated by a majority of the Holders, based on each Holder’s Pro Rata Share, shall succeed such Person as Agent. If the Agent should at any time become unwilling to serve as an Agent, it promptly shall so notify the Holders in writing, and shall bear no liability of any kind or nature whatsoever as a consequence of such determination. In addition, at any time as determined in the reasonable opinion sole discretion of the Agent, exposes the Agent may decline to take any action, make any determination, or otherwise bear any expense without having first obtained the approval or consent of holders of a majority of the Holders, based on each Holder’s Pro Rata Share. (h) For the avoidance of doubt, the Parties agree that (i) the duties and obligations undertaken by the Agent pursuant to this Agreement are undertaken by the Agent in an agency capacity, (ii) such duties and obligations are duties and obligations of the Holders, and the Holders shall cause the Agent to liability or which is contrary to perform and fulfill all such duties and obligations, and (iii) references in this Agreement or any to the Agent (other Transaction Document or applicable law. The than in this Section 13.12) are included merely for the economy and not because the Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine is the sole obligor of such duties and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itobligations.

Agent. (a) In order to expedite the transactions contemplated by this Agreement, The CIT Group/Commercial Services, Inc. is hereby appointed to act as sole and exclusive Agent on behalf of the Lenders and no Lender shall exercise any of the rights or authority delegated to required of the Agent hereunder, or any powers as are reasonably incidental thereto. Each Purchaser hereby (i) appoints Agentof the Lenders and each subsequent holder of any Note by its acceptance thereof, irrevocably authorizes the Agent to take such action on its behalf and to exercise such powers hereunder and under the Security Documents and other Loan Documents as are specifically delegated to or required of the collateral agent Agent by the terms hereof and the terms thereof together with such powers as are reasonably incidental thereto. Each of the Lenders and each subsequent holder of any Note by its acceptance thereof, irrevocably authorizes the Agent to take such action on its behalf and to exercise such powers hereunder and under the other Security Documents, and (ii) authorizes Loan Documents as are specifically delegated to or required of the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with by the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaserterms thereof together with such powers as are reasonably incidental thereto. Neither the Agent nor any of its directors, officers, directors, employees or agents shall have any liability to any Purchaser be liable as such for any action taken or omitted to be taken by it or them hereunder or under any of the Security Documents and other Loan Documents or in connection hereof herewith or any therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder or thereunder, the consent of all the Lenders) or (b) other Security Document except than to the extent caused by its own that such action or omission directly results in a loss, claim or liability arising out of the gross negligence or willful misconductmisconduct of the Agent or any of its directors, officers, employees or agents, as determined by a final judgment of a court of competent jurisdiction. The Agent is hereby expressly authorized on behalf of the Lenders, without hereby limiting any implied authority, to receive on behalf of each of the Lenders any payment of principal of or interest on the Notes outstanding hereunder and all other amounts accrued hereunder paid to the Agent, and promptly to distribute to each Purchaser agrees Lender its proper share of all payments so received. The Agent is hereby expressly authorized on behalf of the Lenders, without hereby limiting any implied authority, (a) to defenddistribute to each Lender copies of all notices, protect, indemnify agreements and hold harmless other material as provided for in this Agreement or in the Security Documents and other Loan Documents as received by the Agent and (b) to take all actions with respect to this Agreement and the Security Documents and other Loan Documents as are specifically delegated to the Agent. In the event that (a) any Borrower fails to pay when due the principal of its officersor interest on any Note, directorsany amount payable under any Letter of Credit or Letter of Credit Guaranty, employees and agents or any fee payable hereunder or (collectivelyb) the Agent receives written notice of the occurrence of a Default or an Event of Default, the “Agent Indemnitees”within a reasonable time shall give written notice thereof to the Lenders, and the Agent (upon the occurrence and continuance of an Event of Default) shall take such action with respect to such Default or Event of Default or other condition or event as it shall be directed to take by the Required Lenders; provided, however, that, unless and until the Agent shall have received such directions, the Agent may take such action or refrain from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by taking such Agent Indemnitee, whether direct, indirect action hereunder or consequential, arising from under the Security Documents or other Loan Documents with respect to a Default or Event of Default as it shall deem advisable in connection with the performance by such Agent Indemnitee best interests of the duties and obligations of Agent pursuant hereto or any of the Security DocumentsLenders. The Agent shall not be required responsible in any manner to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required HoldersLenders for the effectiveness, and enforceability, perfection, value, genuineness, validity or due execution of this Agreement, the Notes or any of the other Loan Documents or Collateral or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained herein or in any such instructions shall instrument or be binding upon all holders under any obligation to ascertain or inquire as to the performance or observance of Notes; providedany of the terms, howeverprovisions, that covenants, conditions, agreements or obligations of this Agreement or any of the other Loan Documents or any other agreements on the part of the Borrowers and, without limiting the generality of the foregoing, the Agent shall not be required to take any action whichshall, in the reasonable opinion absence of knowledge to the Agentcontrary, exposes the Agent be entitled to liability or which is contrary accept any certificate furnished pursuant to this Agreement or any of the other Transaction Document or applicable law. The Agent Loan Documents as conclusive evidence of the facts stated therein and shall be entitled to rely upon on any written noticesnote, statementsnotice, certificatesconsent, orders certificate, affidavit, letter, telegram, teletype message, statement, order or other documents or any telephone message believed by document which it believes in good faith to be genuine and correct and to have been signed, signed or sent or made by the proper Personperson or persons. It is understood and agreed that the Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party (including, without limitation, factoring arrangements), and engage in other transactions with respect the Borrowers, as though it were not Agent of the Lenders hereunder. The Agent shall promptly give notice to all matters pertaining the Lenders of the receipt or sending of any notice, schedule, report, projection, financial statement or other document or information pursuant to this Agreement or any of the other Transaction Loan Documents (other than the Factoring Agreements) and shall promptly forward a copy thereof to each Lender. Neither the Agent nor any of its duties directors, officers, employees or agents shall have any responsibility to the Borrowers on account of the failure or delay in performance or breach by any Lender other than the Agent of any of its obligations hereunder or thereunder, upon advice to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrowers of any of their respective obligations hereunder or in connection herewith. The Agent may consult with legal counsel selected by it.it in connection with matters arising under this Agreement or any of the other Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and

Agent. Each Lender hereby irrevocably (asubject to SECTION 10.08) Each Purchaser hereby (i) designates and appoints AgentAT&T-CFC, which designation and appointment is coupled with an interest, as the collateral agent hereunder Agent of such Lender under this Agreement and under the other Security Transaction Documents, and (ii) each such Lender irrevocably authorizes AT&T-CFC, as the Agent of such Lender, to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The Agent (which term as used in this sentence and in SECTION 10.05 and such first sentence of SECTION 10.06 hereof shall include reference to its Affiliates and its own and such Affiliates' officers, directors, employees and agents) shall not: (i) have any duties or responsibilities to take such action on such Purchaser’s behalf be a trustee for any Lender; (ii) be responsible to the Lenders for any recitals, statements, representations or warranties contained in accordance with this Agreement, or in any certificate or other document referred to or provided for in, or received by it under, this Agreement, or for the terms hereof and thereof. The Agent shall not havedue execution, by reason hereof legality, value, validity, effectiveness, genuineness, enforceability, perfection or sufficiency of this Agreement, any Note, any Security Document or any of other document referred to or provided for herein or for any failure by the Borrowers or any other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor Person to perform any of its officersobligations hereunder or thereunder; (c) be required to initiate or conduct any litigation or collection proceedings hereunder, directors, employees or agents shall have any liability except to any Purchaser the extent requested by the Majority Lenders; and (d) be responsible for any action taken or omitted to be taken by it hereunder or under any other document or instrument referred to or provided for herein or in connection hereof or any other Security Document herewith, except to the extent caused by for its own gross negligence or willful misconduct. The Agent may employ and consult with agents, attorneys-in-fact, public accountants and other experts selected by it and shall not be responsible for the negligence or misconduct of any such agents, attorneys-in-fact, public accountants or other experts it selects with reasonable care. Subject to the foregoing, to ARTICLE XI and to the provisions of any intercreditor agreement among the Lenders in effect from time to time, the Agent shall, on behalf of the Lenders, (a) hold and apply any and all Collateral, and each Purchaser agrees to defendthe proceeds thereof, protectat any time received by it, indemnify in accordance with the provisions of the Security Documents and hold harmless the Agent this Agreement; (b) exercise any and all of its officersrights, directors, employees powers and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee remedies of the duties and obligations of Agent pursuant hereto Lenders under this Agreement or any of the Security Documents. The Agent shall not be required to exercise , including the giving of any discretion consent or take waiver or the entering into of any actionamendment; (c) execute, but shall be required to act deliver and file UCC financing statements, mortgages, deeds of trust, lease assignments and other such agreements, and possess instruments on behalf of any or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions all of the Required Holders, Lenders; and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, (d) in the reasonable opinion event of acceleration of any Borrower's Indebtedness hereunder, sell or otherwise liquidate or dispose of any portion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed Collateral held by it in good faith to be genuine and correct and to have been signed, sent or made by otherwise exercise the proper Person, and with respect to all matters pertaining to this Agreement or any rights of the other Transaction Documents Lenders hereunder and its duties hereunder or thereunder, upon advice of counsel selected by itunder the Security Documents.

Agent. (a) Each Purchaser of the Sellers hereby authorizes, directs and appoints Dr. ▇▇▇▇▇▇▇▇ ▇▇▇ (the “Agent”) to act as sole and exclusive agent, attorney-in-fact and representative of each Seller with respect to all matters arising under, in connection with or relating to this Agreement, including, without limitation, (i) appoints Agentdetermining, as giving and receiving notices and processes under this Agreement, (ii) performing the collateral agent hereunder rights and under duties expressly assigned to the other Security DocumentsAgent hereunder, and (iiiii) authorizes taking all actions and incurring all expenses as the Agent (shall reasonably deem necessary or prudent in connection with any of the foregoing, all on such terms and in such manner as he deems appropriate in Agent’s sole and absolute discretion. Any such actions taken, exercises of rights, power or authority, and any decision, determination, waiver, amendment or agreement made by the Agent consistent herewith, shall be absolutely and irrevocably binding on each Seller as if such Seller personally had taken such action, exercised such rights, power or authority or made such decision, determination, waiver, amendment or agreement in such Seller’s individual capacity, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Any action required to be taken by a Seller hereunder or any such action which a Seller, at his, her or its officerselection, directors, employees and agents) has the right to take hereunder, shall be taken only and exclusively by the Agent and no Seller acting on his own shall be entitled to take any such action on action; provided that Agent shall not have the authority to: (1) change the obligations of any Seller under Article 8 of this Agreement; (2) change the definition of Pro Rata Share or the manner in which it is calculated; (3) amend or terminate this Agreement (including pursuant to Sections 10.4 and 10.5) if the effect of such Purchaseramendment or termination affects a Seller (other than Agent) adversely; or (4) waive this Agreement (including pursuant to Sections 10.4 and 10.5), unless the affect of such waiver affects each Seller proportionately and in the same manner. (b) The appointment of the Agent as each Seller’s behalf attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person or Persons to represent such Seller with regard to the Agreement. The appointment of the Agent as attorney-in-fact pursuant hereto is coupled with an interest and is irrevocable. (c) The Agent hereby accepts the foregoing appointment and agrees to serve in accordance such capacity, subject to the provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement from the Sellers of reasonable out-of-pocket expenses incurred by the Agent in his capacity as such. Each Seller hereby waives all actual or potential conflicts of interest arising out of the Agent’s activities or authority as Agent and his relationships with the terms hereof Companies, Buyer or any of their respective affiliates (whether before or after the Closing), whether as an employee, consultant, agent, director, officer, manager, equity Seller or other representative. (d) Notwithstanding anything to the contrary contained in this Agreement, the Agent shall have no liabilities, duties or responsibilities to the Sellers except those expressly set forth herein, and thereofno implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller shall otherwise exist against the Agent. The Agent shall not have, by reason hereof or be liable to any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser Sellers for any action decisions made or actions taken or omitted to be taken by the Agent in connection hereof good faith and believed by Agent to be authorized by, or any other Security Document within the rights or powers conferred upon it by, this Agreement (except to the extent caused by its own for Agent’s gross negligence or willful misconduct), and each Purchaser agrees to defend, protect, The Sellers shall severally indemnify and hold harmless the Agent against any and all Adverse Consequences arising out of its officersactions taken or omitted to be taken pursuant to the provisions of this Section 2.1 and such other provisions of this Agreement as may be applicable (except in the case of the gross negligence or willful misconduct by such Agent), directorsincluding the reasonable fees of attorneys, employees accountants and agents (collectively, the “Agent Indemnitees”) from other advisors and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, all costs and expenses (including, without limitation, reasonable attorneys’ fees, costs of investigation and expensesdefense of claims. The several liability of each Seller under this Section 2.1(d) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or will be pro rata in connection accordance with the performance by such Agent Indemnitee Pro Rata Share. (e) Each of Buyer, the duties Company and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting their respective affiliates (and i) shall be fully protected in so acting or refraining from acting) relying upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Personupon, and shall have no liability to the Sellers with respect to, agreements, actions, decisions and determinations of the Agent in connection with this Agreement, and (ii) shall be entitled to assume that all matters pertaining to agreements, actions, decisions and determinations of the Agent in connection with this Agreement or any are fully authorized by and binding upon all of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itSellers.

Agent. (a) Each Purchaser hereby (i) appoints Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes The Lenders agree to indemnify the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused not reimbursed by its own gross negligence the Borrower or willful misconductany Guarantor), and each Purchaser agrees ratably, according to defendtheir respective Credit Exposures, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any and all liabilities, obligations, losses, damages, liabilities, obligations, penalties, actions, judgments, suits, feescosts, costs and expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided, that, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including, without limitation, including reasonable attorneys’ counsel fees, costs and expenses) incurred by such the Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, extent that the Agent shall is not be required reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to take any action whichsuch liabilities, in the reasonable opinion of obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements, this Section 9.05(a) applies whether any such investigation, litigation or proceeding is brought by the Agent, exposes the Agent to liability an Issuing Bank, any Lender or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by ita third party.

Agent. ▇▇▇▇▇▇▇nce by the Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control the rights, duties and immunities of the Agent: (a) Each Purchaser hereby (i) appoints Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of the Agent pursuant hereto or any shall be determined solely by the express provisions of this Agreement (except and to the Security Documents. The extent otherwise expressly provided herein) and the Agent shall not be required bound by the provisions of any other agreement; (b) notwithstanding anything to exercise the contrary herein, the duties and obligations of the Agent hereunder shall extent only to the delivery of the Pledged Collateral pursuant to Sections 7.1 and 8 above and such duties and obligations will terminate upon such delivery; (c) the Agent shall not be responsible for any discretion failure or take inability of the parties to this Agreement, or of anyone else, to deliver any actionof the Pledged Collateral, but including Option Shares which may become Pledged Collateral, or other property to the Agent or otherwise to honor any of the provisions of this Agreement; (d) the Agent shall be required fully protected in acting on and relying upon any written notice, direction, request, waiver, consent, receipt or other paper or document which the Agent in good faith believes to be genuine and to have been signed or presented by the proper party or parties from time to time; (e) the Agent shall not be liable for any error of judgment, or for any act done or to step taken or omitted by it in good faith or for any mistake in fact or law, or for anything which it may do or refrain from acting doing in connection herewith, except its own willful misconduct or gross negligence; (f) the Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in so acting or refraining from acting) upon the instructions respect of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action whichtaken, in the reasonable opinion of the Agent, exposes the Agent to liability omitted or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed suffered by it in good faith to be genuine and correct and to have been signedin accordance with the written opinion of such counsel; and (g) in the event of ambiguity in the provisions governing the Note, sent the Pledged Collateral or made by the proper Person, and with respect to all matters pertaining to this Agreement or any uncertainty on the part of the Agent as to how to proceed, such that the Agent, in its sole and absolute judgment, deems it necessary for its protection so to do, the Agent may refrain from taking any action other Transaction Documents than to retain custody of the Pledged Collateral deposited hereunder until it shall have received joint written instructions signed by the Pledgee and its duties hereunder or thereunder, upon advice each Co-Pledgor in accordance with the provisions of counsel selected by itthis Agreement.

Agent. (a) Each Purchaser hereby The Lenders have, pursuant to Section 9 of the Credit Agreement, designated and appointed the Agent as the administrative agent and collateral agent of the Lenders under this Agreement and the other Loan Documents. (ib) appoints Nothing in this Section 5.11 shall be deemed to limit or otherwise affect the rights of Secured Party to exercise any remedy provided in this Agreement or any other Investment Document. (c) If pursuant to any Loan Document, the Agent is given the discretion to allocate proceeds received by the Agent pursuant to the exercise of remedies under the Loan Documents or at law or in equity (including without limitation with respect to any secured creditor remedies exercised against the Collateral and any other collateral security provided for under any Loan Documents), the Agent shall apply such proceeds to the then outstanding Obligations in such order as set forth in Section 8.3 of the Credit Agreement. (d) The parties hereto agree that the Agent, as the collateral agent Secured Party, shall be entitled to benefits of Section 9 of the Credit Agreement, as well as the reimbursement of its expenses incurred hereunder and under indemnity for its actions in connection herewith as provided in Sections 9.8, 10.3 and 10.4 of the Credit Agreement. (e) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Collateral Documents, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent provisions of this Section 5.11 shall not haveremain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, by reason hereof or the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the resignation, removal or replacement of the Agent, the invalidity or unenforceability of any term or provision of this Agreement or any other Security DocumentsLoan Document, a fiduciary relationship or any investigation made by or on behalf of the Agent. (f) Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed by the parties hereto that this Agreement has been signed by Wilmington Trust, National Association, not in its individual capacity or personally but solely in its capacity as Agent for the benefit of the Lenders, in the exercise of the powers and authority conferred and vested in it under the Credit Agreement, and in no event shall Wilmington Trust, National Association in its individual capacity, have any liability for the representations, warranties, covenants, agreements or other obligations of any other Person under this Agreement, the Credit Agreement and the other Loan Documents or in any of the certificates, reports, documents, data, notices or agreements delivered pursuant hereto or thereto. The Agent, as the Secured Party, makes no representations or warranties as to nor assumes any responsibility for the correctness of the recitals contained herein, and the Agent, as the Secured Party shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Agreement in respect of any Purchaserthe Grantors and makes no representation with respect thereto. In entering into this Agreement, the Agent, as the Secured Party shall be entitled to the benefit of every provision of the Credit Agreement relating to the rights, exculpations or conduct of, affecting the liability of or otherwise affording protection to the “Agent” thereunder. Neither the Agent Agent, as the Secured Party nor any of its officersrespective Affiliates, directors, employees officers, managers, employees, advisors, counsel, agents or agents attorneys-in-fact shall be responsible for or have any liability duty to ascertain, inquire into or verify (i) any Purchaser for any action taken statement, warranty or omitted to be taken representation made in connection hereof with any Loan Document, or any certificate, financial statement or other document furnished at any time under or in connection with this Agreement or any other Security Loan Document, (ii) the performance or observance of any of the terms, covenants or agreements of the Grantors or any Person in this Agreement or any other Loan Document except (iii) the validity, effectiveness, genuineness, value, enforceability or sufficiency of this Agreement, the Collateral or any other Loan Document, or any other instrument or writing furnished in connection herewith or therewith, in respect of the Borrower or the Loan Parties other than as set forth herein or therein or (iv) the attachment, perfection or priority of any security interest created or purported to be created under or in connection with any Loan Document. Without limiting the extent caused by generality of the foregoing, in the absence of its own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction, and each Purchaser agrees to defendnone of the Agent, protect, indemnify and hold harmless as the Agent and all Secured Party nor any of its officersrespective Affiliates, directors, employees and officers, managers, employees, advisors, counsel, agents or attorneys-in-fact shall be responsible to any Person for any mistake, omission or error of judgment with respect to any matters determined hereunder or under the other Loan Documents. (collectivelyg) The Agent, as the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent Secured Party shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon solely pursuant to the instructions direction of the Required HoldersLenders, and such instructions shall be binding upon all holders of NotesLenders; provided, however, that the Agent Agent, as the Secured Party shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which that is contrary to this Agreement or any other Transaction Document Agreement, the Loan Documents or applicable law. . (h) The Agent shall be entitled to rely upon any written noticesAgent, statementsas the Secured Party, certificates, orders may exercise its rights under this Agreement through the Representative or other documents or any telephone message believed by it designee. (i) This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in good faith to be genuine accordance with the terms and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itprovisions thereof.

Agent. The Signing Noteholders and the Carve-Out Recipients and the other parties hereto have agreed that it is desirable to designate a representative to act on behalf of the Signing Noteholders and Carve-Out Recipients for certain limited purposes, as specified herein. By executing this Agreement or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration pursuant to Section 1.5 or Section 1.6 hereof, as applicable, each Signing Noteholder and Carve-Out Recipient hereby irrevocably authorizes and appoints ▇▇▇ ▇▇▇▇▇▇▇▇ (or such other Person as may be designated unanimously from time to time by the Signing Noteholders and Carve-Out Recipients) as the Agent, and his, her or its representative to act in his, her or its name, place and stead in such Agent’s sole discretion, to: (a) Each Purchaser hereby negotiate, determine, defend and settle any disputes that may arise under or in connection with this Agreement, including, without limitation, with respect to Section 1.11, and, with respect to the Indemnifying Parties, any indemnification Claim pursuant to Article 10; and (ib) appoints Agentmake, as the collateral agent hereunder execute, acknowledge and under the deliver any releases, assurances, receipts, requests, instructions, notices, agreements, certificates and any other Security Documentsinstruments, and generally do any and all things and take any and all actions that may be requisite, proper or advisable in connection with this Agreement, including, without limitation, with respect to the Indemnifying Parties, pursuant to Article 10 hereof. (iic) authorizes the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall will have any no liability to any Purchaser for any action the Signing Noteholders or the Carve-Out Recipients with respect to actions taken or omitted to be taken in connection hereof his, her or any other Security Document its capacity as Agent, except with respect to the extent caused by its own gross negligence or Agent’s willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to engage such counsel, experts and other agents and consultants as he, she or it shall deem necessary in connection with exercising his, her or its powers and performing his, her or its function hereunder and (in the absence of bad faith on the part of the Agent) shall be entitled to conclusively rely upon on the opinions and advice of such Persons. (d) The Parent Indemnitees shall be entitled to deal exclusively with the Agent on all matters relating to Sections 1.11 and 10, and shall be entitled to rely conclusively (without further evidence of any written notices, statements, certificates, orders kind whatsoever) on any document executed or other documents or any telephone message believed by it in good faith purported to be genuine and correct and to have been signed, sent executed on behalf of any Signing Noteholder or made Carve-Out Recipient by the proper PersonAgent, and with respect on any other action taken or purported to all matters pertaining be taken on behalf of any Signing Noteholder or Carve-Out Recipient by the Agent, as fully binding upon such Signing Noteholder or Carve-Out Recipient. If the Agent shall die, become disabled or otherwise be unable to this Agreement fulfill his, her or any its responsibilities as agent of the other Transaction Documents Signing Noteholders and its duties hereunder Carve-Out Recipients, then the Signing Noteholders and Carve-Out Recipients shall, within ten days after such death or thereunderdisability, upon advice appoint a successor agent and, promptly thereafter, shall notify Parent of counsel selected by itthe identity of such successor. If for any reason there is no Agent at any time, all references herein to the Agent shall be deemed to refer to the Signing Noteholders and Carve-Out Recipients.

Agent. (a) Each Purchaser The Seller Group hereby (i) irrevocably nominates, constitutes and appoints Agent, LPI as the collateral agent hereunder and under true and lawful attorney-in-fact of the other Security DocumentsSeller Group (the “Agent”), with full power of substitution, to act in the name, place and (ii) authorizes stead of the Seller Group for purposes of executing any documents and taking any actions that the Agent (and may, in its officerssole discretion, directors, employees and agents) determine to take such action on such Purchaser’s behalf be appropriate in accordance connection with any of the terms hereof and thereof. The Agent shall not have, by reason hereof Transactional Agreements or any of the other Security DocumentsTransactions. LPI hereby accepts its appointment as Agent. (a) The Seller Group hereby grants to the Agent full authority to execute, a fiduciary relationship deliver, acknowledge, certify, file and record on behalf of the Seller Group (in respect the name of any Purchaser. Neither or all of the Seller Group or otherwise) any and all documents that the Agent nor may, in his sole discretion, determine to be appropriate, in such forms and containing such provisions as the Agent may, in his sole discretion, determine to be appropriate (including any amendment to or waiver of rights under any of its officers, directors, employees or agents the Transactional Agreements). Notwithstanding anything to the contrary contained in any of the Transactional Agreements: (i) the Buyer Group shall have any liability be entitled to deal exclusively with the Agent on all matters relating to the respective Transactional Agreements and the respective Transactions (including all matters relating to any Purchaser for notice to, or any Consent to be given or action to be taken by, any Seller Group Entity); and (ii) each Buyer Group Indemnitee shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of the Seller Group by the Agent, and on any other action taken or omitted purported to be taken on behalf of the Seller Group by the Agent, as fully binding upon the Seller Group. (b) The Seller Group recognizes and intends that the power of attorney granted in connection hereof Section 6.1(a): (i) is coupled with an interest and is irrevocable; (ii) may be delegated by the Agent; and (iii) shall survive the dissolution of the Seller Group and any Seller Group Entity. (c) If the Agent shall desire to assign or any other Security Document except otherwise be unable to fulfill its responsibilities hereunder, the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees Agent shall appoint a successor to defend, protect, indemnify and hold harmless the Agent and immediately thereafter shall notify Parent of the identity of such successor. Any such successor shall succeed the Agent as Agent hereunder. If at any time there is no single Person serving as the Agent, then all of its officers, directors, employees and agents (collectively, references herein to the “Agent Indemnitees”Agent” shall be deemed to refer to a majority in interest of the Stockholders. (d) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and All expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such the Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected shall be borne and paid by itthe Seller Group.

Agent. (a) Each Purchaser of the Purchasers hereby (i) irrevocably appoints Agent, the Designated Agent as the collateral agent hereunder and under the other Security Documentsits agent, and (ii) the Designated Agent accepts such appointment, and each of the Purchasers authorizes the Designated Agent (and its officers, directors, employees and agents) to take such action actions on its behalf and to exercise such Purchaser’s behalf powers as are delegated to the Designated Agent by the terms of the Note Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Designated Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Purchasers with respect thereto, as contemplated by and in accordance with the terms hereof provisions of this Agreement and thereofthe other Note Documents. The Without limiting the generality of the foregoing, the Designated Agent shall not havehave the sole and exclusive right and authority (to the exclusion of the Purchasers), and is hereby authorized by reason hereof the Purchasers as provided in this Agreement and the other Note Documents or as directed in writing by the Requisite Purchasers, to take and exercise all actions in connection with the Collateral and any other exercise of remedies hereunder or thereunder. None of the Designated Agent or any of the other Security Documentsits directors, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser (a) be liable for any action taken or omitted to be taken by any of them under or in connection hereof with this Agreement or any other Security Note Document or the transactions contemplated hereby (except to the extent caused by resulting from its own gross negligence or willful misconductmisconduct as determined in a final non-appealable judgment by a court of competent jurisdiction), and each or (b) be responsible in any manner to any Purchaser agrees for any recital, statement, representation or warranty made by any Loan Party or Affiliate of any Loan Party, or any officer thereof, contained in this Agreement or in any other Note Document, or in any certificate, report, statement or other document referred to defendor provided for in, protect, indemnify and hold harmless or received by the Designated Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from under or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any actionwith, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document Note Document, or applicable law. The Agent shall be entitled to rely upon any written noticesthe validity, statementseffectiveness, certificatesgenuineness, orders enforceability or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to sufficiency of this Agreement or any other Note Document (or the creation, perfection or priority of the any Lien or security interest therein), or for any failure of any Loan Party or any other Transaction Documents and party to any Note Document to perform its duties obligations hereunder or thereunder. The Designated Agent shall not be under any obligation to the Purchasers to ascertain or to inquire as to the observance or performance of any of the agreements contained in, upon advice or conditions of, this Agreement or any other Note Document, or to inspect the properties, books or records of counsel selected by itany Loan Party or Affiliate of any Loan Party.

Agent. (a) Each Purchaser hereby (i) appoints Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes The Lenders agree to indemnify the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused not reimbursed by its own gross negligence the Borrower or willful misconductany LC Subsidiary), and each Purchaser agrees ratably, according to defendtheir respective Credit Exposures, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any and all liabilities, obligations, losses, damages, liabilities, obligations, penalties, actions, judgments, suits, feescosts, costs and expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided, that, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including, without limitation, reasonable attorneys’ including counsel fees, costs and expenses) incurred by such the Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, extent that the Agent shall is not be required reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to take any action whichsuch liabilities, in the reasonable opinion of obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements, this Section 9.05(a) applies whether any such investigation, litigation or proceeding is brought by the Agent, exposes the Agent to liability Issuing Bank, any Lender or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by ita third party.

Agent. (a) Each Purchaser hereby (i) appoints AgentNotwithstanding anything to the contrary herein, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes the Agent (for itself and its officers, directors, employees the Lenders (under and agentsas defined in the Senior Credit Agreements)) will be deemed a third party beneficiary hereunder entitled to take such action on such Purchaser’s behalf in accordance with the terms hereof exercise and thereof. The Agent shall not have, by reason hereof or enforce any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all rights, powers, privileges and remedies of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent Seller pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document agreement, instrument or document executed in connection herewith and, as provided in the applicable law. The Agent shall be entitled to rely upon any written noticesLoan Documents (as defined in the Senior Credit Agreements), statementsthe Agent, certificatesfor the benefit of itself and Lenders under the Senior Credit Agreements, orders or other documents or any telephone message believed by it will have a first priority lien on Seller’s respective right, title and interest in good faith to be genuine and correct and to have been signedthis Agreement and the other agreements, sent or made by instruments and documents executed in connection herewith. Without limiting the proper Persongenerality of the foregoing, and with respect notwithstanding anything to all matters pertaining the contrary in this Agreement or in any other agreement, instrument or document executed in connection herewith, Seller will not exercise any right to terminate, or execute and deliver or otherwise provide any waivers, consents or amendments under, this Agreement or any of the other Transaction Documents agreements, instruments or documents executed in connection herewith, without the prior written consent of the Agent (which shall not be unreasonably withheld, conditioned or delayed). (b) Notwithstanding anything to the contrary in this Agreement or any other agreement, instrument or document executed in connection herewith, none of the Agent or the Lenders (under and its duties hereunder as defined in the Credit Agreements) (i) is making any representations or thereunderwarranties to any or all of Seller, upon advice Buyer or any of counsel selected their respective Affiliates in connection with this Agreement or any other agreement, instrument or document executed in connection herewith, or the transactions contemplated herein or therein, (ii) will be liable to any Person for any breach by itany or all of Seller, Buyer or any of their respective Affiliates or any of their respective representations, warranties, covenants or other agreements in connection with this Agreement or any other agreement, instrument or document executed in connection herewith or any of the transactions contemplated herein or therein, or (iii) will have any obligations or liabilities under or in respect of any of this Agreement or any other agreement, instrument or document executed in connection herewith or any of the transactions contemplated herein or therein. Without limiting the generality of the foregoing, provided that Agent has consented to the transactions contemplated by this Agreement, under no circumstances will any or all of the Agent and the Lenders (under and as defined in the Credit Agreements) be obligated to return or otherwise disgorge to or for the benefit of Buyer or any Affiliate thereof any proceeds of the Purchase Price or other amounts remitted to any or all of the Agent and the Lenders (under and as defined in the Credit Agreements).

Agent. (a) Each Purchaser hereby (i) appoints Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes The Lenders agree to indemnify the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused not ----- reimbursed by its own gross negligence the Borrower or willful misconductany Guarantor), and each Purchaser agrees ratably, according to defendtheir respective Credit Exposures, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any and all liabilities, obligations, losses, damages, liabilities, obligations, penalties, actions, judgments, suits, feescosts, costs and expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided, that, no Lender shall be liable for -------- ---- any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including, without limitation, including reasonable attorneys’ counsel fees, costs and expenses) incurred by such the Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, extent that the Agent shall is not be required reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to take any action whichsuch liabilities, in the reasonable opinion of obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements, this Section 9.05(a) applies whether any such investigation, litigation or proceeding is brought by the Agent, exposes the Agent to liability an Issuing Bank, any Lender or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by ita third party.

Agent. Each of the Lenders (including in any ▇▇▇▇▇▇’s other capacity hereunder) (each of the foregoing referred to as the “Lenders” for purposes of this Article 10) hereby irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as the Administrative Agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to any Agent by the terms of this Agreement or any other Loan Document, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Administrative Agent is hereby expressly authorized by the Lenders to (i) [reserved], (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the discretion of the Required Lenders, which negotiation, enforcement or settlement will be binding upon each Lender and (iii) to approve or disapprove of any permitted transaction described in Section 6.03. Except, in each case, as set forth in the sixth paragraph of this Article 10, the provisions of this Article 10 are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any such provisions. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as an Agent hereunder in its individual capacity. Such Person and its branches and Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: (a) Each Purchaser hereby (i) appoints Agenttogether with its Affiliates, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Administrative Agent is required to exercise any discretion in writing as directed by the Required Lenders (or take any action, but such other number or percentage of the Lenders as shall be required necessary under the circumstances as provided in Section 11.02 or in the other Loan Documents); provided that the Administrative Agent may seek clarification or direction from the Required Lenders prior to act or to the exercise of any such instructed action and may refrain from acting (and shall be fully protected in so acting until such clarification or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; direction has been provided, howeverprovided, further, that the such Administrative Agent shall not be required to take any action whichthat, in its opinion or the reasonable opinion of the Agentits counsel, exposes the may expose such Agent to liability or which that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; provided, further, that such Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided, and (c) shall, except as expressly set forth herein and in the other Loan Documents, not have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as such Agent or any of its branches or Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Administrative Agent by the Borrower or a Lender, and such Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Transaction Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or applicable lawany other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Administrative Agent. The Administrative Agent and the Arranger shall be entitled to rely upon upon, and shall not incur any written noticesliability for relying upon, statementsany notice, certificatesrequest, orders certificate, consent, statement, instrument, document or other documents writing (including any electronic message, Internet or any telephone message intranet website posting or other distribution) believed by it in good faith to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent and the Arranger may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with respect any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent and the Arranger may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all matters pertaining of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; so long as no Event of Default shall have occurred and be continuing, the Borrower shall have the right to consent to such successor Administrative Agent (such consent not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Anything herein to the contrary notwithstanding, the Arranger shall not have any powers, duties or responsibilities under this Agreement or any of the other Transaction Documents and Loan Documents, except in its duties hereunder capacity, as applicable, as the Administrative Agent or thereundera Lender hereunder. Any such release of Guaranteed Obligations or otherwise shall be deemed subject to the provision that such Guaranteed Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon advice or as a result of counsel selected by itthe appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

Agent. (a) Each Purchaser hereby Agent has been appointed to act as Agent hereunder by Lenders. Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Amended Credit Agreement. (b) Agent shall at all times be the same Person that is Agent under the Amended Credit Agreement. Written notice of resignation by Agent pursuant to subsection 8.5 of the Amended Credit Agreement shall also constitute notice of resignation as Agent under this Agreement; and appointment of a successor Agent pursuant to subsection 8.5 of the Amended Credit Agreement shall also constitute appointment of a successor Agent under this Agreement. Upon the acceptance of any appointment as Agent under subsection 8.5 of the Amended Credit Agreement by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent under this Agreement, and the retiring or removed Agent under this Agreement shall promptly (i) appoints Agenttransfer to such successor Agent all sums, as securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the collateral agent hereunder and performance of the duties of the successor Agent under the other Security Documentsthis Agreement, and (ii) authorizes the execute and deliver to such successor Agent (such amendments to financing statements, and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf other actions, as may be necessary or appropriate in accordance connection with the terms hereof and thereof. The assignment to such successor Agent of the security interests created hereunder, whereupon such retiring or removed Agent shall not havebe discharged from its duties and obligations under this Agreement. After any retiring or removed Agent's resignation or removal hereunder as Agent, by reason hereof or any the provisions of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of this Agreement shall inure to its officers, directors, employees or agents shall have any liability benefit as to any Purchaser for any action actions taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to it under this Agreement or any other Transaction Document or applicable law. The while it was Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by ithereunder.

Agent. (a) Each Purchaser of the Lenders hereby (i) irrevocably designates and appoints Agent, First Union National Bank of North Carolina as the collateral agent hereunder Agent of such Lender under this Agreement and under the other Security Loan Documents, and (ii) each such Lender irrevocably authorizes First Union National Bank of North Carolina as the Agent (and its officers, directors, employees and agents) for such Lender to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such Purchaser’s behalf in accordance with powers and perform such duties as are expressly delegated to the Agent by the terms hereof of this Agreement and thereofsuch other Loan Documents, together with such other powers as are reasonably incidental thereto. The Notwithstanding any provision to the contrary elsewhere in this Agreement or such other Loan Documents, the Agent shall not havehave any duties or responsibilities, by reason hereof except those expressly set forth herein and therein, or any of fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Security DocumentsLoan Documents or otherwise exist against Agent. To the extent any provision of this Agreement permits action by Agent, a fiduciary relationship Agent shall, subject to the provisions of this Section 9, take such action if directed in respect writing to do so by Requisite Lenders. . Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any Purchaseragents or attorneys-in-fact selected by it with reasonable care. . Neither the Agent nor any of its officers, directors, employees employees, agents, attorneys-in-fact or agents Affiliates shall have any liability to any Purchaser be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection hereof with this Agreement or any the other Security Document Loan Documents (except to the extent caused by for its or such Person's own gross negligence or willful misconduct), and each Purchaser agrees or (b) responsible in any manner to defendany Lender for any recitals, protectstatements, indemnify and hold harmless representations or warranties made by any Borrower or any officer thereof contained in this Agreement or the other Loan Documents or in any certificate, report, statement or other document referred to or provided for in, or received by Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from under or in connection with with, this Agreement or the performance by such Agent Indemnitee other Loan Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the duties and other Loan Documents or for any failure of any Borrower to perform its obligations of Agent pursuant hereto hereunder or any of the Security Documentsthereunder. The Agent shall not be required under any obligation to exercise any discretion Lender to ascertain or take to inquire as to the observance or performance of any actionof the agreements contained in, but or conditions of, this Agreement, or to inspect the Properties, books or records of any Borrower. . Agent shall be required entitled to act or to refrain from acting (rely, and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holdersrelying, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written noticesnote, statementswriting, certificatesresolution, orders notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other documents document or any telephone message conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper PersonPerson or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Borrowers), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of Requisite Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders. . Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Potential Event of Default hereunder unless Agent has received notice from a Lender or any Borrower referring to this Agreement, describing such Event of Default or Potential Event of Default and stating that such notice is a "notice of default". In the event that Agent receives such a notice, Agent shall promptly give notice thereof to Lenders. The Agent shall take such action with respect to such Event of Default or Potential Event of Default as shall be reasonably directed by Requisite Lenders; provided that unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Potential Event of Default as it shall deem advisable in the best interests of Lenders. . Each Lender expressly acknowledges that neither Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by Agent hereinafter taken, including any review of the affairs of Borrower, shall be deemed to constitute any representation or warranty by Agent to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of each Borrower and FSI and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of each Borrower and FSI. Except for notices, reports and other documents expressly required to be furnished to the Lenders by Agent hereunder or by the other Loan Documents, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of each Borrower and FSI which may come into the possession of Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates. . Each Lender agrees to indemnify Agent in its capacity as such (to the extent not reimbursed by Borrowers and without limiting the obligation of Borrowers to do so), ratably according to the respective amounts of their Pro Rata Share of the Commitments, from and against any and all matters pertaining liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Loans) be imposed on, incurred by or asserted against Agent in any way relating to or arising out of this Agreement or the other Loan Documents, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from Agent's bad faith, gross negligence or willful misconduct. The agreements in this Section 9.7 shall survive the repayment of the Loans and all other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itamounts payable hereunder.

Agent. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Agent as its agent (a) Each Purchaser hereby (i) appoints Agent, as the collateral agent hereunder and confirms and continues such appointment under the other Security Documents, Prior Agreement) and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action actions on its behalf and to exercise such Purchaser’s behalf powers as are delegated to it by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the Agent hereunder shall have the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the terms hereof and thereofBorrower or any Subsidiary or other Affiliate thereof as if it were not the Agent hereunder. The Agent shall not havehave any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by reason hereof the Loan Documents that the Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other Security Documentsnumber or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful misconduct. The Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Agent. Subject to the appointment and acceptance of a fiduciary relationship successor as provided in this paragraph, the Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of its appointment as the Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any Purchaseractions taken or omitted to be taken by any of them while it was acting as the Agent. Neither Each Lender acknowledges that it has, independently and without reliance upon the Agent, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Bank of America, N.A., has been designated as the "syndication agent" and SunTrust Bank and Wachovia Bank, National Association have been designated as "co-documentation agents" hereunder in recognition of the level of each of their Revolving Commitments. No of such Lender is an agent for the Lenders and no such Lender shall have any obligation hereunder other than those existing in its capacity as a Lender. Without limiting the foregoing, no such Lender shall have or be deemed to have any fiduciary relationship with or duty to any Lender. The Lenders hereby authorize JPMorgan Chase Bank, N.A. (in its capacity as the "Agent" hereunder and in its capacity as the "Collateral Agent") to sign the Intercreditor Agreement on behalf of each Lender and to bind each Lender to the terms thereof as if each Lender were directly a party thereto and hereby specifically authorizes the Collateral Agent to release the Liens in the Prior Collateral (as such term is defined in the Intercreditor Agreement) a contemplated by the Intercreditor Agreement. No Issuing Bank nor any of their respective Related Parties shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with any Loan Document except for its officersor their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, directors, employees or agents (a) no Issuing Bank shall have any liability duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of any Loan Document be a trustee or fiduciary for any Lender or for the Agent, (b) no Issuing Bank shall be required to initiate any litigation or collection proceedings under any Loan Document, (c) no Issuing Bank shall be responsible to any Purchaser Lender or the Agent for any recitals, statements, representations, or warranties contained in any Loan Document, or any certificate or other documentation referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, enforceability, or sufficiency of any Loan Document or any other documentation referred to or provided for therein or for any failure by any Person to perform any of its obligations thereunder, (d) an Issuing Bank may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in connection hereof good faith by it in accordance with the advice of such counsel, accountants, or any other Security Document except to the extent caused by its own gross negligence or willful misconductexperts, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”e) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from shall incur no liability under or in connection with respect of any Loan Document by acting upon any notice, consent, certificate, or other instrument or writing believed by it to be genuine and signed or sent by the performance proper party or parties. As to any matters not expressly provided for by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent Loan Document, each Issuing Bank shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall in all cases be fully protected in so acting acting, or in refraining from acting) upon , hereunder in accordance with instructions signed by the Required Lenders, and such instructions of the Required Holders, Lenders and such instructions any action taken or failure to act pursuant thereto shall be binding upon on all holders of Notesthe Lenders and the Agent; provided, however, that the Agent no Issuing Bank shall not be required to take any action which, in the reasonable opinion of the Agent, which exposes the Agent it to personal liability or which is contrary to this Agreement or any other Transaction Loan Document or applicable law. No Affiliate of any Lender shall have any right to give any direction to the Agent in the exercise of the Agent's rights and obligations under the Loan Documents nor does any such Affiliate have any right to consent to, or vote on, any matter hereunder. The Agent shall be entitled have no duties or responsibilities to rely upon any written notices, statements, certificates, orders or other documents or Affiliate of any telephone message believed by it Lender except those expressly set forth in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itLoan Documents.

Agent. (a) Each Purchaser Buyer hereby (i) appoints AgentAV Securities, Inc. (the “Required Holder”) as the collateral agent hereunder and under (in such capacity, the other Security Documents“Agent”), and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser▇▇▇▇▇’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documentshereof, a fiduciary relationship in respect of any PurchaserBuyer. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser Buyer for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser Buyer agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documentshereto. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required HoldersHolder, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement Agreement, or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it. As used in this Agreement, the term “Collateral Agent” shall mean any action undertaken in the past by the Agent prior to that certain Amendment No. 1 to Securities Purchase Agreement and Security Release, dated as of July 2, 2025, among the Company, the Buyers and the Agent, as the collateral agent and the Agent continues to be indemnified in full as pursuant to this clause for any action undertaken as such under the Transaction Documents and the Security Documents.”

Agent. (a) Each Purchaser hereby (i) appoints Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes The Lenders agree to indemnify the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused not reimbursed by its own gross negligence the Borrower or willful misconductany LC Subsidiary), and each Purchaser agrees ratably, according to defendtheir respective Credit Exposures, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any and all liabilities, obligations, losses, damages, liabilities, obligations, penalties, actions, judgments, suits, feescosts, costs and expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided, that, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including, without limitation, including reasonable attorneys’ counsel fees, costs and expenses) incurred by such the Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, extent that the Agent shall is not be required reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to take any action whichsuch liabilities, in the reasonable opinion of obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements, this Section 9.05(a) applies whether any such investigation, litigation or proceeding is brought by the Agent, exposes the Agent to liability Issuing Bank, any Lender or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by ita third party.

Agent. (a) In order to expedite the transactions contemplated by this Agreement, NatWest Bank N.A. is hereby appointed to act as Agent on behalf of the Lenders. Each Purchaser hereby (i) appoints Agentof the Lenders and each subsequent holder of any Note by its acceptance thereof, as the collateral agent hereunder and under the other Security Documents, and (ii) irrevocably authorizes the Agent (and its officers, directors, employees and agents) to take such action on its behalf and to exercise such Purchaser’s behalf in accordance with powers hereunder and under the Security Documents and other Loan Documents as are specifically delegated to or required of the Agent by the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaserterms thereof together with such powers as are reasonably incidental thereto. Neither the Agent nor any of its directors, officers, directors, employees or agents shall have any liability to any Purchaser be liable as such for any action taken or omitted to be taken in connection hereof by it or any other Security Document except to the extent caused by its own gross negligence them hereunder or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or under any of the Security DocumentsDocuments and other Loan Documents or in connection herewith or therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder or thereunder, the consent of all the Lenders) or (b) in the absence of its or their own bad faith or willful misconduct. The Agent is hereby expressly authorized on behalf of the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of each of the Lenders any payment of principal of or interest on the Notes outstanding hereunder and all other amounts accrued hereunder paid to the Agent, and promptly to distribute to each Lender its proper share of all payments so received, (b) to distribute to each Lender copies of all notices, agreements and other material as provided for in this Agreement or in the Security Documents and other Loan Documents as received by such Agent and (c) to take all actions with respect to this Agreement and the Security Documents and other Loan Documents as are specifically delegated to the Agent. In the event that (a) Chock fails to pay when due the principal of or interest on any Note, any amount payable under any Letter of Credit or any fee payable hereunder or (b) the Agent receives written notice of the occurrence of a Default or an Event of Default, the Agent within a reasonable time shall give written notice thereof to the Lenders, and shall take such action with respect to such Event of Default or other condition or event as it shall be directed to take by the Required Lenders; provided, however, that, unless and until the Agent shall have received such directions, the Agent may take such action or refrain from taking such action hereunder or under the Security Documents or other Loan Documents with respect to a Default or Event of Default as it shall deem advisable in the best interests of the Lenders. The Agent shall not be required responsible in any manner to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required HoldersLenders for the effectiveness, and enforceability, perfection, value, genuineness, validity or due execution of this Agreement, the Notes or any of the other Loan Documents or Collateral or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained herein or in any such instructions shall instrument or be binding upon all holders under any obligation to ascertain or inquire as to the performance or observance of Notes; providedany of the terms, howeverprovisions, that covenants, conditions, agreements or obligations of this Agreement or any of the other Loan Documents or any other agreements on the part of the Borrowers and, without limiting the generality of the foregoing, the Agent shall not be required to take any action whichshall, in the reasonable opinion absence of knowledge to the Agentcontrary, exposes the Agent be entitled to liability or which is contrary accept any certificate furnished pursuant to this Agreement or any of the other Transaction Document or applicable law. The Agent Loan Documents as conclusive evidence of the facts stated therein and shall be entitled to rely upon on any written noticesnote, statementsnotice, certificatesconsent, orders certificate, affidavit, letter, telegram, teletype message, statement, order or other documents or any telephone message believed by document which it believes in good faith to be genuine and correct and to have been signed, signed or sent or made by the proper Personperson or persons. It is understood and agreed that the Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party, and engage in other transactions with respect the Borrowers, as though it were not Agent of the Lenders hereunder. The Agent shall promptly give notice to all matters pertaining the Lenders of the receipt or sending of any notice, schedule, report, projection, financial statement or other document or information pursuant to this Agreement or any of the other Transaction Loan Documents and shall promptly forward a copy thereof to each Lender. Neither the Agent nor any of its duties directors, officers, employees or agents shall have any responsibility to the Borrowers on account of the failure or delay in performance or breach by any Lender other than the Agent of any of its obligations hereunder or thereunder, upon advice to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrowers of any of their respective obligations hereunder or in connection herewith. The Agent may consult with legal counsel selected by it in connection with matters arising under this Agreement or any of the other Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Agent may exercise any of its powers and rights and perform any duty under this Agreement or any of the other Loan Documents through agents or attorneys. The Agent and the Borrowers may deem and treat the payee of any Note as the holder thereof until written notice of transfer shall have been delivered as provided herein by such payee to the Agent and the Borrowers. (i) to reimburse the Agent in the amount of such Lender's pro rata share (based on its Total Commitment hereunder) of any out of pocket expenses incurred for the benefit of the Lenders by the Agent, including reasonable counsel fees and reasonable compensation of agents and employees paid for services rendered on behalf of the Lenders after the occurrence of an Event of Default, not reimbursed by the Borrowers and (ii) to indemnify and hold harmless the Agent and any of its directors, officers, employees or agents, on demand, in the amount of its pro rata share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Agent or any of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents, to the extent not reimbursed by the Borrowers; provided, however, that no Lender shall be liable to the Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgment, suits, costs, expenses or disbursements resulting from the bad faith or willful misconduct of the Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and any other Loan Document to which such Lender is party. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the Lenders and the Borrowers. Upon any such resignation, the Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by such Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office (or an affiliate with an office) in New York, New York, having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor bank, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obliga- tions hereunder and under each of the other Loan Documents. After any Agent's resignation hereunder, the provisions of this Article shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. The Lenders hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by the Agent pursuant to the provisions of this Agreement or any of the other Loan Documents unless it shall be requested in writing to do so by the Required Lenders.

Agent. (a) Each Purchaser of the Sellers hereby authorizes, directs and appoints Dr. S▇▇▇▇▇▇▇ ▇▇▇ (the “Agent”) to act as sole and exclusive agent, attorney-in-fact and representative of each Seller with respect to all matters arising under, in connection with or relating to this Agreement, including, without limitation, (i) appoints Agentdetermining, as giving and receiving notices and processes under this Agreement, (ii) performing the collateral agent hereunder rights and under duties expressly assigned to the other Security DocumentsAgent hereunder, and (iiiii) authorizes taking all actions and incurring all expenses as the Agent (shall reasonably deem necessary or prudent in connection with any of the foregoing, all on such terms and in such manner as he deems appropriate in Agent’s sole and absolute discretion. Any such actions taken, exercises of rights, power or authority, and any decision, determination, waiver, amendment or agreement made by the Agent consistent herewith, shall be absolutely and irrevocably binding on each Seller as if such Seller personally had taken such action, exercised such rights, power or authority or made such decision, determination, waiver, amendment or agreement in such Seller’s individual capacity, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Any action required to be taken by a Seller hereunder or any such action which a Seller, at his, her or its officerselection, directors, employees and agents) has the right to take hereunder, shall be taken only and exclusively by the Agent and no Seller acting on his own shall be entitled to take any such action on action; provided that Agent shall not have the authority to: (1) change the obligations of any Seller under Article 8 of this Agreement; (2) change the definition of Pro Rata Share or the manner in which it is calculated; (3) amend or terminate this Agreement (including pursuant to Sections 10.4 and 10.5) if the effect of such Purchaseramendment or termination affects a Seller (other than Agent) adversely; or (4) waive this Agreement (including pursuant to Sections 10.4 and 10.5), unless the affect of such waiver affects each Seller proportionately and in the same manner. (b) The appointment of the Agent as each Seller’s behalf attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person or Persons to represent such Seller with regard to the Agreement. The appointment of the Agent as attorney-in-fact pursuant hereto is coupled with an interest and is irrevocable. (c) The Agent hereby accepts the foregoing appointment and agrees to serve in accordance such capacity, subject to the provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement from the Sellers of reasonable out-of-pocket expenses incurred by the Agent in his capacity as such. Each Seller hereby waives all actual or potential conflicts of interest arising out of the Agent’s activities or authority as Agent and his relationships with the terms hereof Companies, Buyer or any of their respective affiliates (whether before or after the Closing), whether as an employee, consultant, agent, director, officer, manager, equity Seller or other representative. (d) Notwithstanding anything to the contrary contained in this Agreement, the Agent shall have no liabilities, duties or responsibilities to the Sellers except those expressly set forth herein, and thereofno implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller shall otherwise exist against the Agent. The Agent shall not have, by reason hereof or be liable to any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser Sellers for any action decisions made or actions taken or omitted to be taken by the Agent in connection hereof good faith and believed by Agent to be authorized by, or any other Security Document within the rights or powers conferred upon it by, this Agreement (except to the extent caused by its own for Agent’s gross negligence or willful misconduct), and each Purchaser agrees to defend, protect, The Sellers shall severally indemnify and hold harmless the Agent against any and all Adverse Consequences arising out of its officersactions taken or omitted to be taken pursuant to the provisions of this Section 2.1 and such other provisions of this Agreement as may be applicable (except in the case of the gross negligence or willful misconduct by such Agent), directorsincluding the reasonable fees of attorneys, employees accountants and agents (collectively, the “Agent Indemnitees”) from other advisors and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, all costs and expenses (including, without limitation, reasonable attorneys’ fees, costs of investigation and expensesdefense of claims. The several liability of each Seller under this Section 2.1(d) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or will be pro rata in connection accordance with the performance by such Agent Indemnitee Pro Rata Share. (e) Each of Buyer, the duties Company and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting their respective affiliates (and i) shall be fully protected in so acting or refraining from acting) relying upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Personupon, and shall have no liability to the Sellers with respect to, agreements, actions, decisions and determinations of the Agent in connection with this Agreement, and (ii) shall be entitled to assume that all matters pertaining to agreements, actions, decisions and determinations of the Agent in connection with this Agreement or any are fully authorized by and binding upon all of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itSellers.

Agent. (a) Each Purchaser Ramtron hereby (i) appoints Agent, the Agent to act as the collateral its agent hereunder as herein specified and under the other Security Documents, and (ii) irrevocably authorizes the Agent (and its officers, directors, employees and agents) to take such action on its behalf under the provisions of this Agreement and to exercise such Purchaser’s behalf in accordance powers hereunder as are specifically delegated to the Agent and such powers as are reasonably incidental thereto. In performing its functions hereunder the Agent shall act solely as the agent of Ramtron and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with the terms hereof and thereof. or for either Shareholder. (b) The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser be liable for any action taken or omitted to be taken by it hereunder, or in connection hereof or any other Security Document herewith, except to the extent caused by for its own gross negligence or willful misconduct, and each Purchaser . Ramtron agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) harmless from and against any lossesand all liabilities, damages, liabilities, obligations, penalties, actions, judgments, suits, feesexpenses and other costs of any kind or nature whatsoever imposed on, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such or asserted against the Agent Indemniteein respect of its obligations hereunder, whether direct, indirect except for its gross negligence or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Noteswillful misconduct; provided, however, that the Agent this subsection 11(b) shall not be required construed to take limit or eliminate any action which, in the reasonable opinion obligations of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. Ramtron hereunder. (c) The Agent shall be entitled to rely upon any written notices, statements, certificates, orders communication or other documents or any telephone message document believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, person or persons and with respect to act upon the advice of legal counsel and other experts selected by it concerning all matters pertaining to this Agreement or and its duties hereunder, and shall not be liable to any of the other Transaction Documents parties hereto for any of the consequences of such reliance. (d) The Agent may, without liability to account, engage in any kind of business with Ramtron as if it were not the Agent. (e) Ramtron shall make payment in immediately available funds to the Agent for any amounts due from Ramtron to the Agent (whether for its own account of for the account of Ramtron) hereunder by delivery to the Agent or to the account of the Agent specified by the Agent at such bank in such city as the Agent shall designate by notice to Ramtron from time to time. Any such payments shall be made within 30 days of the date of the Agent's written notice to Ramtron of the amount due hereunder. (f) Determinations made by the Agent and contained in notices from the Agent to either of the Shareholders or Ramtron shall be conclusive and binding on the Shareholders and Ramtron, absent manifest error in computation or transmission. (g) The Agent, by giving written notice thereof to the Shareholders and Ramtron, may resign and designate as a successor Agent hereunder any legal entity controlled by an affiliate of the Agent. Upon the designation of a successor Agent and upon the acceptance by such successor Agent of its appointment, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any such designation, resignation or removal hereunder as Agent, the provisions of this Section 11 and of Section 12 shall continue in effect for the benefit of the retiring Agent in respect of any actions taken or thereunder, upon advice of counsel selected omitted to be taken by itit while it was acting as the Agent hereunder.

Agent. (a) Each Purchaser hereby (i) appoints Agent, as The Lenders agree to indemnify the collateral agent hereunder and under the other Security Documents, and (ii) authorizes the --------------- ----- Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused not reimbursed by its own gross negligence the Borrower or willful misconductany LC Subsidiary), and each Purchaser agrees ratably, according to defendtheir respective Credit Exposures, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any and all liabilities, obligations, losses, damages, liabilities, obligations, penalties, actions, judgments, suits, feescosts, costs and expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided, that, no Lender shall be -------- ---- liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of- pocket expenses (including, without limitation, including reasonable attorneys’ counsel fees, costs and expenses) incurred by such the Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, extent that the Agent shall is not be required reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to take any action whichsuch liabilities, in the reasonable opinion of obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements, this Section 9.05(a) applies whether any such investigation, litigation or proceeding is brought by the Agent, exposes the Agent to liability Issuing Bank, any Lender or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by ita third party.

Agent. (a) Each Purchaser Lender hereby (i) designates and appoints Agent, Foothill as the collateral agent hereunder its representative under this Agreement and under the other Security Documents, Loan Documents and (ii) each Lender hereby irrevocably authorizes the Agent (and its officers, directors, employees and agents) to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such Purchaser’s behalf in accordance with powers and perform such duties as are expressly delegated to Agent by the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable lawLoan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as such on the express conditions contained in this Section 16. The provisions of this Section 16 are solely for the benefit of Agent, the Lenders, and Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and deemed to have been signed, sent or made by the proper Personany fiduciary relationship with any Lender, and with respect to all matters pertaining to no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent; it being expressly understood and agreed that the use of the word "Agent" is for convenience only, that Foothill is merely the representative of the Lenders, and only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Transaction Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent and Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its duties hereunder customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or thereunderfile any and all financing or similar statements or notices, upon advice amendments, renewals, supplements, documents, instruments, proofs of counsel selected by itclaim, notices and other written agreements with respect to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Agent. Subject to this Section 8.5, Axiom HealthEquity Holdings Management, LLC, a Delaware limited liability company, will act as the “Agent” under this Agreement. The Agent has the full power and authority on behalf of the Equityholders to take any and all actions and make any and all determinations in respect of this Agreement and/or the transactions contemplated hereby. Without limiting the generality of the foregoing, the Agent is authorized to (a) Each Purchaser hereby negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement and (ib) appoints Agenttake all actions on behalf of the Equityholders in connection with any claims or disputes with respect to this Agreement or the transactions contemplated hereby, as the collateral agent hereunder to initiate, prosecute, defend and/or settle such claims and under the other Security Documentsdisputes, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship authorize payments in respect of any Purchaser. Neither claims brought against the Agent nor any of its officersEquityholders or the Key Unit Holder from the Escrow Fund, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, including without limitation, reasonable attorneys’ feesany payments under Sections 2.7(c), costs and expenses) incurred by such 2.7(e), or 4.17(g). The Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with will not receive a fee for serving as the performance by such Agent Indemnitee of the duties Equityholders hereunder. The Agent is entitled to engage counsel and obligations other advisors, and the reasonable fees and expenses of such counsel and advisors may be paid from the Agent pursuant hereto or any of the Security DocumentsFund. The Agent shall not be required liable to exercise the Equityholders for any discretion action taken by it pursuant to this Agreement, and the Equityholders shall indemnify and hold the Agent harmless from any Losses arising out of it serving as agent hereunder, except in each case if and to the extent the Agent has engaged in bad faith or take willful misconduct as finally by an order of a court of competent jurisdiction or arbitration panel under Section 8.3. The Agent is serving in that capacity solely for purposes of administrative convenience, and is not personally liable for any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders obligations of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion Equityholders hereunder solely on account of serving as the Agent, exposes and Parent, Merger Sub and the Surviving Company agree that they will not look to the underlying assets of the Agent for the satisfaction of any obligations of the Company or the Equityholders. Any Person serving as the Agent hereunder may resign as Agent upon at least ten (10) days’ prior written notice to liability or which is contrary the Company and Parent. A Majority in Interest of the Equityholders (as defined in the Company Operating Agreement, based on ownership of the Company Units immediately prior to this Agreement or any other Transaction Document or applicable law. The Agent the Effective Time) shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Personappoint, and with respect may remove, a replacement Person or Persons to serve as Agent hereunder, who will be considered an “Agent” for all matters pertaining purposes of this Agreement. All rights of an Agent to this Agreement indemnification hereunder shall survive such Agent’s death, dissolution, resignation or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itremoval.

Agent. Each Lender hereby irrevocably appoints GMAC CF as Agent (aincluding any successor agent as herein provided and including any person to whom the Agent may delegate (but only with the consent of the Lenders if not to an affiliate of the Agent or, with respect to appraisal functions, a recognized appraiser) duties or responsibilities as permitted by Section 14.2(h), the “Agent”) to act as its agent in connection with this Agreement, the other Loan Documents and the matters contemplated hereunder and thereunder, and authorizes irrevocably the Agent to exercise such rights, powers and discretions as are delegated to the Agent pursuant to this Agreement and the other Loan Documents together with all such rights, powers and discretions as are incidental hereto or thereto. The Agent shall have only those duties and responsibilities which are expressly specified in this Agreement and the other Loan Documents, and it may perform such duties by or through its agents or employees. This Agreement shall not place the Agent under any fiduciary duties in respect of any Lender or any other Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Agent and any other Person to whom an Agent may delegate duties or responsibilities as permitted under Section 14.2(h) shall enjoy the same benefits, rights and protections as those provided to the Agent under this Article mutatis mutandis. Each Purchaser Lender hereby (i) irrevocably appoints Agentand constitutes the Agent its true and lawful attorney, as with full power of substitution, for the collateral agent purposes of carrying out any of the terms hereof, collecting or enforcing any of the Obligations and exercising any of the rights and remedies of the Lenders hereunder and under the other Security Loan Documents, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ feesfor the purposes of signing any documents necessary to perfect, costs and expenses) incurred by such Agent Indemniteeregister, whether directpublish, indirect render opposable, maintain, subject to Section 14.2(b), release or consequential, arising from or in connection with discharge the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto Agent’s Liens or any of the Security Loan Documents, and instituting any actions or proceedings. The Agent shall not be required to liable for any acts or omissions or errors of judgment or mistakes of fact or law in its exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holdersforegoing power, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability except resulting from its gross negligence or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itwilful default.

Agent. (a) Each Purchaser hereby The Agent may, upon thirty (i30) appoints days' notice to the Borrower, the Servicer, the Lender, the Facility Insurer and each other party hereto, resign as Agent. If MLCFC shall resign as Agent under this Agreement, then the Lender (with the consent of the Facility Insurer) during such thirty-day period shall appoint a successor Agent, as whereupon such successor Agent shall succeed to the collateral agent hereunder rights, powers and under the other Security Documents, and (ii) authorizes duties of the Agent (and its officers, directors, employees and agents) references herein to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not havemean such successor agent, by reason hereof effective upon its appointment; and such former Agent's rights, powers and duties in such capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the other Security Documentsparties to this Agreement. After any retiring Agent's resignation hereunder as such agent, a fiduciary relationship in respect the provisions of Article VIII, this Article II and Section 9.07 shall inure to its benefit as to any Purchaser. actions taken or omitted to be taken by it while it was Agent under this Agreement. (b) Neither the Agent nor any of its directors, officers, directorsagents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent, employees as applicable, under or agents in connection with this Agreement or any other agreement executed pursuant hereto, except for its or their own gross negligence or willful malfeasance. Without limiting the foregoing, the Agent: (i) may consult with legal counsel (including counsel for the Borrower, the Servicer, the Backup Servicer, the Collection Account Bank and the Facility Insurer), independent public accountants and other experts selected by it and shall have any liability to any Purchaser not be liable for any action taken or omitted to be taken in connection hereof good faith by it in accordance with the advice of such counsel, accountants or any other Security Document except experts; (ii) makes no warranty or representation to the extent caused Lender or the Facility Insurer and shall not be responsible to the Lender or the Facility Insurer for any statements, warranties or representations made by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless any Person other than the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from in or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto this Agreement or in connection with any of the Security Documentsother agreements executed pursuant hereto; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the Servicer or to inspect the property (including the books and records) of the Borrower or the Servicer; (iv) shall not be responsible to the Lender or the Facility Insurer for the genuineness or sufficiency of value of the Pledged Assets or the due execution, liability, validity, enforceability, genuineness or sufficiency of value of this Agreement or any other agreement, instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement or any other agreement executed pursuant hereto, by acting upon any notice, consent, certificate or other instrument or writing (which may be by telex or facsimile) believed by it to be genuine and signed or sent by the proper party or parties. (c) The Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact approved by the Secured Parties or any Affiliate of the Agent and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be required to exercise responsible for the negligence or misconduct of any discretion agents or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed attorneys-in-fact selected by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itreasonable care.

Agent. Each Lender agrees (a) Each Purchaser hereby to reimburse the Article VIII Agents, on demand, in the amount of its pro rata share (i) appoints Agentbased on its Commitments hereunder (or if such Commitments shall have expired or been terminated, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof respective principal amounts of its applicable outstanding Loans)) of any reasonable expenses incurred for the benefit of the Lenders by the Article VIII Agents, including counsel fees and thereof. The Agent compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have, have been reimbursed by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability Borrower and (b) to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the each Article VIII Agent and all any of its directors, officers, directorsemployees or agents, employees and agents (collectivelyon demand, in the “Agent Indemnitees”) amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, liabilities, obligations, penalties, actions, judgments, suits, feescosts, costs and expenses (includingor disbursements of any kind or nature whatsoever which may be imposed on, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such or asserted against it in its capacity as Article VIII Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required them in any way relating to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions arising out of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Loan Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders action taken or other documents omitted by it or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrower, provided that no Lender shall be liable to an Article VIII Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Article VIII Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon the Article VIII Agents or any other Transaction Documents Lender and based on such documents and information as it has deemed appropriate, made its duties own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Article VIII Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. As soon as practicable after it becomes aware of a Default or an Event of Default that has occurred and is continuing, upon advice of counsel selected by itthe Administrative Agent shall notify each Lender thereof.

Agent. (a) Each Purchaser hereby (i) appoints Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) authorizes The Lenders agree to indemnify the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf in accordance with the terms hereof and thereof. The Agent shall not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused ----- not reimbursed by its own gross negligence the Borrower or willful misconductany LC Subsidiary), and each Purchaser agrees ratably, according to defendtheir respective Credit Exposures, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any and all liabilities, obligations, losses, damages, liabilities, obligations, penalties, actions, judgments, suits, feescosts, costs and expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided, that, no Lender shall be liable for any portion of such -------- ---- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of- pocket expenses (including, without limitation, including reasonable attorneys’ counsel fees, costs and expenses) incurred by such the Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, extent that the Agent shall is not be required reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to take any action whichsuch liabilities, in the reasonable opinion of obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements, this Section 9.05(a) applies whether any such investigation, litigation or proceeding is brought by the Agent, exposes the Agent to liability Issuing Bank, any Lender or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by ita third party.

Agent. (a) Each Purchaser Lender hereby (i) irrevocably appoints Agent, as the collateral agent hereunder and under the other Security Documents, and (ii) ------------ ----- authorizes the Agent to act as its agent hereunder with such powers as are specifically delegated to the Agent by the terms of this Agreement, TOGETHER WITH SUCH other powers as are reasonably incidental thereto. The Agent (which term as used in this Section and in Section 9.15(d) and the first sentence of Section 9.15(e) shall include reference to its affiliates and its own and its affiliates' officers, directors, employees and agents: (i) to take such action on such Purchaser’s behalf shall have no duties or responsibilities except those expressly set forth in accordance with the terms hereof this Agreement, and thereof. The Agent shall not have, by reason hereof of this Agreement be a trustee for any Lender; (ii) shall not be responsible to any Lender for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any of them under, this Agreement or any Note or other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document referred to or provided for herein or therein or for any failure by the other Security Documents, a fiduciary relationship in respect of any Purchaser. Neither the Agent nor Company to perform any of its officers, directors, employees obligations hereunder or agents shall have any liability to any Purchaser for any action taken or omitted to be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents thereunder; (collectively, the “Agent Indemnitees”iii) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to exercise initiate or conduct any discretion litigation or take any action, but shall be required to act or to refrain from acting collection proceedings (and shall be fully protected in so acting or refraining from actingb) upon the instructions of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any other Transaction Document or applicable law. The Agent shall be entitled to rely upon any written noticescertification, statements, certificates, orders notice or other documents communication (including any thereof by telephone, telecopy, telex, telegram or any telephone message cable) believed by it in good faith to be genuine and correct and to have been signedsigned or sent by or on behalf of the proper Person or Persons, sent or made and upon advice and statements of legal counsel, independent accountants and other experts selected by the proper PersonAgent. As to any other matters not expressly provided for by this Agreement, the Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any Note in accordance with instructions of the Majority Lenders, and with respect to all matters pertaining to this Agreement or any such instructions of the Majority Lenders and any action taken or failure to act pursuant thereto shall be binding on each Lender. (c) The Agent, if it is a Lender hereunder, shall have the same rights and powers hereunder as any other Transaction Documents Lender and may exercise the same as though it were not acting as the Agent, and in such event the term "Lender" or "Majority Lenders" shall, unless the context otherwise indicates, include the Agent in its duties hereunder or thereunder, upon advice of counsel selected by itindividual capacity.

Agent. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Agent as its agent (a) Each Purchaser hereby (i) appoints Agent, as the collateral agent hereunder and confirms and continues such appointment under the other Security Documents, Prior Agreement) and (ii) authorizes the Agent (and its officers, directors, employees and agents) to take such action actions on its behalf and to exercise such Purchaser’s behalf powers as are delegated to it by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the Agent hereunder shall have the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the terms hereof and thereofBorrower or any Subsidiary or other Affiliate thereof as if it were not the Agent hereunder. The Agent shall not havehave any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by reason hereof the Loan Documents that the Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (c) except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of the other Security Documents, a fiduciary relationship its Affiliates in respect of any Purchasercapacity. Neither the The Agent nor any of its officers, directors, employees or agents shall have any liability to any Purchaser not be liable for any action taken or omitted to not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be taken necessary under the circumstances as provided in connection hereof Section 10.02) or any other Security Document except to in the extent caused by absence of its own gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required deemed to exercise have knowledge of any discretion Default unless and until written notice thereof is given to the Agent by the Borrower or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holdersa Lender, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required responsible for or have any duty to take ascertain or inquire into (i) any action whichstatement, warranty or representation made in or in connection with any Loan Document, (ii) the reasonable opinion contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the Agentcovenants, exposes agreements or other terms or conditions set forth in any Loan Document, (iv) the Agent to liability validity, enforceability, effectiveness or which is contrary to this Agreement genuineness of any Loan Document or any other Transaction Document agreement, instrument or applicable lawdocument, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Agent. The Agent shall be entitled to rely upon upon, and shall not incur any written noticesliability for relying upon, statementsany notice, certificatesrequest, orders certificate, consent, statement, instrument, document or other documents or any telephone message writing believed by it in good faith to be genuine and correct and to have been signed, signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Agent. Subject to the appointment and acceptance of a successor as provided in this paragraph, the Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent. Upon the acceptance of its appointment as the Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to all matters pertaining to this Agreement be taken by any of them while it was acting as the Agent. Each Lender acknowledges that it has, independently and without reliance upon the Agent, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent, any other Transaction Documents Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its duties own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. U.S. Bank National Association and Bank of America, upon advice N.A. have been designated as "documentation agent" and "syndication agent" hereunder respectively in recognition of counsel selected by itthe level of each of their Revolving Commitments. Neither U.S. Bank National Association nor Bank of America, N.A. is an agent for the Lenders and no such Lender shall have any obligation hereunder other than those existing in its capacity as a Lender. Without limiting the foregoing, no such Lender shall have or be deemed to have any fiduciary relationship with or duty to any Lender. The Lenders hereby authorize JPMorgan Chase Bank (in its capacity as the "Agent" hereunder and in its capacity as the " Collateral Agent") to sign the following on behalf of each Lender and to bind each Lender to the terms thereof as if each Lender were directly a party thereto: (i) the Intercreditor Agreement and (ii) an agreement pursuant to which the Collateral Agent agrees that after receipt of the Termination Value in accordance with the Operative Agreements (as those terms are defined in the documentation governing the Synthetic Real Property Lease and provided neither the Termination Value nor any portion thereof shall have been disgorged, reclaimed or ordered to be returned) and at all times thereafter: (a) each Lender and Holder (as those terms are defined in the documentation governing the Synthetic Real Property Lease), solely in such capacity, will no longer be deemed a "Creditor" under the Original Intercreditor Agreement nor have any obligations of a "Creditor" thereunder and (b) Bank of America as agent for the Synthetic Lenders (as defined in the Original Intercreditor Agreement), solely in such capacity, shall no longer be deemed an "Agent" under the Original Intercreditor Agreement nor have any obligations of an "Agent" thereunder.

Agent. With respect to the enforcement or waiver of any covenants of the Company contained in this Agreement or the Notes (a) Each Purchaser hereby (i) appoints Agentother than, as for the collateral agent hereunder and avoidance of doubt, any payment obligations under the other Security DocumentsNotes, in which instance of a payment default each Investor shall have the right to pursue its remedies without reference to this Section 6) each Investor hereby designates and (ii) authorizes appoints the Agent (and its officers, directors, employees and agents) to take such action on such Purchaser’s behalf serve in accordance with the terms hereof and thereofconditions of this Agreement, and the Agent hereby agrees to act as such, upon the terms and conditions provided in this Agreement. The Agent may execute any of its duties under this Agreement by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not havebe entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent or other document or conversation believed by reason hereof it to be genuine and correct. The Agent shall be fully justified in failing or refusing to take any action unless it first receives such advice or concurrence from the Required Secured Parties. The Agent shall be under no obligation to take any action to protect, preserve or enforce any rights or interests of the other Security DocumentsNote holders or to take any action toward the execution or enforcement of the rights and remedies hereunder, a fiduciary relationship in respect whether on its own motion or on the request of any Purchaser. Neither other Person, which in the opinion of the Agent nor may involve loss, liability or expense to it, unless the Company and/or one or more Investors shall offer and furnish security or indemnity, reasonably satisfactory to the Agent, against loss, liability and expense to the Agent. As used herein, “Required Secured Parties” means, as of any date, the Investors holding at least a majority of its officers, directors, employees the outstanding principal amount of the Notes on such date. The Agent shall in all cases be fully protected in acting or agents shall have any liability to any Purchaser for refraining from acting in accordance with a request or consent of the Required Secured Parties and such request and any action taken or omitted failure to act pursuant thereto shall be binding upon all of the Investors. The Agent will not be deemed to have knowledge or notice of the occurrence of any Event of Default except with respect to payment default required to be taken paid to the Agent in connection hereof its individual capacity, unless the Agent shall have received written notice from an Investor or the Company describing such default. The Agent shall use its best efforts to notify all Investors and the Company of any such notice. The Agent shall take such action with respect to such default as may be reasonably and lawfully requested by the Required Secured Parties in accordance with the terms of this Agreement subject to the requirements set forth above for indemnification and further subject to its right to resign at any time upon five (5) days prior written notice to the Investors. In addition to any other Security Document except to indemnification provided for hereunder or otherwise in favor of the extent caused by Agent, each of the Investors shall indemnify upon demand the Agent and its own agents, pro rata, from and against any and all actions, causes of actions, suits, losses, liabilities, damages and expenses, including reasonable attorney's fees, other than those resulting from the Agent or its agents gross negligence or willful misconduct, and each Purchaser agrees to defend, protect, indemnify and hold harmless the Agent and all of its officers, directors, employees and agents (collectively, the “Agent Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Agent Indemnitee of the duties and obligations of Agent pursuant hereto or any of the Security Documents. The Agent shall not be required to advance, expend or risk its own funds or otherwise incur personal liability in the performance of its duties or in the exercise of any discretion rights or take any actionremedies hereunder. All funds expended by the Agent hereunder (including, but without limitation, funds expended for reasonable attorney’s fees) shall be required promptly reimbursed by the Company and/or the Investors upon demand from the Agent (together with interest thereon at a rate per annum equal to act the rate of interest on the Notes from ten days following the date of demand). Nothing shall limit or restrict the right of the Agent in its individual capacity to refrain from acting (be a holder of Notes and shall be fully protected in so acting or refraining from acting) upon the instructions to exercise its rights thereunder, including, without limitation, its right to vote as a Note holder as part of the Required Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Secured Parties. The Agent shall not be required to take liable or responsible in any action which, way for any diminution in the reasonable opinion value of the Agent, exposes collateral or other rights of the Agent to liability or which is contrary to this Agreement Investors hereunder or any act or default of any warehouseman, carrier, forwarding agency, or other Transaction Document or applicable law. The Agent Person whomsoever, but the same shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by at the proper Person, and with respect to all matters pertaining to this Agreement or any sole risk of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by itCompany and/or the Investors.