REGISTRATION RIGHTS AGREEMENT Dated as of December 22, 2009 Among INTCOMEX, INC. and THE GUARANTORS NAMED HEREIN as Issuers, and BANC OF AMERICA SECURITIES LLC, and CITIGROUP GLOBAL MARKETS INC. as Initial PurchasersRegistration Rights Agreement • December 23rd, 2009 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 22, 2009, by and among Intcomex, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto (collectively, the “Guarantors”), and Banc of America Securities LLC and Citigroup Global Markets Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 13 1/4% Second Priority Senior Secured Notes due 2014 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
INTCOMEX, INC. RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • May 13th, 2013 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York
THIS AGREEMENT (the “Agreement”), made as of the 31st day of March, 2013, between Intcomex, Inc., a Delaware corporation (the “Company”), and Thomas Madden (the “Grantee”).
SECURITY AGREEMENTSecurity Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Michigan
THIS SECURITY AGREEMENT (the “Agreement”) dated as of December 22, 2009, is entered into by and among the Borrowers (as defined below), such other entities which from time to time become parties hereto (collectively, including the Borrower, the “Debtors” and each individually a “Debtor”) and Comerica Bank, a Texas banking association (“Comerica”), as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”). The addresses for the Debtors and the Agent, as of the date hereof, are set forth on the signature pages attached hereto.
FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among THE CVC SHAREHOLDERS THE SHALOM SHAREHOLDERS THE CENTEL SHAREHOLDERS THE ADDITIONAL SHAREHOLDERS AND INTCOMEX, INC. December 22, 2009Shareholders Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York
This FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of December 22, 2009, is entered into by and among Co-Investment LLC VII (Intcomex), a Delaware limited liability company (“Co-Invest”); CVCI Intcomex Bond Purchase LP, a Delaware limited partnership (“CVCI”, and together with Co-Invest, the “CVC Shareholders”); Michael Shalom, a citizen of the United States; Anthony Shalom, a citizen of the United States; Isaac Shalom, a citizen of the United States; Shalom Holdings 1, LLLP, a Florida limited liability limited partnership (“Shalom 1 LLLP”); Shalom Holdings 3, LLLP, a Florida limited liability limited partnership (“Shalom 3 LLLP”, and together with Shalom 1 LLLP, the “Shalom Entities”, each a “Shalom Entity”, and together with Michael Shalom, Anthony Shalom, Isaac Shalom and Shalom 1 LLLP, the “Shalom Shareholders”, each a “Shalom Shareholder”); the Centel Shareholders (as hereinafter defined); the Additional Shareholders (as hereinafter defined); and
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2013 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Florida
This Employment Agreement is between HUMBERTO LOPEZ, an individual residing in Coral Gables, FL (“Executive”) and INTCOMEX, INC., a Delaware corporation (“Company”), and is made this 30th day of September, 2013.
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH SOFTWARE BROKERS OF AMERICA, INC., ACCVENT LLC, FORZA POWER TECHNOLOGIES LLC, KLIP XTREME LLC NEXXT SOLUTIONS LLC (BORROWERS) JULY 25, 2011Security Agreement • July 29th, 2011 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Florida
Revolving Credit and Security Agreement dated as of July 25, 2011 among SOFTWARE BROKERS OF AMERICA, INC., a Florida corporation (the “Company”), and each of the other Persons identified on the signature pages hereto as a Borrower and any other Person which may become a Borrower hereunder pursuant to Section 7.12 (together with the Company, the “Borrowers” and each individually a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
ContractStock Pledge Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York
STOCK PLEDGE AGREEMENT, dated as of December 22, 2009 (the “Agreement”), entered into between Intcomex Holdings, SPC-I, LLC (the “Pledgor”), in favor of The Bank of New York Mellon, in its capacity as trustee under the Indenture referred to below (the “Pledgee”), for the equal and ratable benefit of the Holders.
PLEDGE AGREEMENT By INTCOMEX, INC. INTCOMEX HOLDINGS, LLC INTCOMEX HOLDINGS SPC-I, LLC and THE BANK OF NEW YORK MELLON, as Trustee Dated as of December 22, 2009Pledge Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York
This PLEDGE AGREEMENT dated as of December 22, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by Intcomex, Inc., a Delaware corporation (the “Company”), Intcomex Holdings, LLC, a Delaware limited liability company, and Intcomex Holdings SPC-I, LLC, a Delaware limited liability company (together with the Company and the other pledgors from time to time party hereto, collectively, the “Pledgors,” and each, a “Pledgor”), in favor of The Bank of New York Mellon, in its capacity as Trustee pursuant to the Indenture, dated as of the date hereof, by and among the Company, the guarantors party thereto and the Trustee, acting for and on behalf of the holders (the “Noteholders”) of the Notes described below.
AFFIRMATION OF GUARANTYAffirmation of Guaranty • January 31st, 2012 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
THIS AFFIRMATION OF GUARANTY (this “Agreement”) is made and entered into as of the 25th day of January, 2012, by INTCOMEX HOLDINGS, LLC, a Delaware limited liability company (“Guarantor”) with an address of 3505 NW 107th Avenue, Miami, Florida 33178.
AMENDMENT NO. 5 TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • May 14th, 2008 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
This Amendment No. 5 to Credit Agreement and Waiver (“Amendment”) executed as of May 14, 2008 by and between Software Brokers of America, Inc., a Florida corporation (“Company”) and Comerica Bank (“Bank”).
OPTION AGREEMENTOption Agreement • August 14th, 2012 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York
THIS AGREEMENT (the “Agreement”), dated as of the 29th day of June, 2012, is entered into by and among Brightpoint, Inc., an Indiana corporation (“Brightpoint”); Brightpoint Latin America, Inc., an Indiana corporation (“Brightpoint Shareholder”); Brightpoint International Ltd., a Delaware corporation (“Brightpoint International”); CVCI Intcomex Investment LP, a Delaware limited liability partnership formerly known as Intcomex Bond Purchase LP (the “CVC Shareholder”); Michael Shalom, a citizen of the United States; Anthony Shalom, a citizen of the United States; Isaac Shalom, a citizen of the United States; Shalom Holdings 1, LLLP, a Florida limited liability limited partnership (“Shalom 1 LLLP”); Shalom Holdings 3, LLLP, a Florida limited liability limited partnership (“Shalom 3 LLLP,” and together with Michael Shalom, Anthony Shalom, Isaac Shalom and Shalom 1 LLLP, the “Shalom Shareholders”); the Additional Shareholders (as hereinafter defined); Intcomex, Inc., a Delaware corporation
FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among THE CVC SHAREHOLDER THE BRIGHTPOINT SHAREHOLDER THE SHALOM SHAREHOLDERS THE CENTEL SHAREHOLDERS THE ADDITIONAL SHAREHOLDERS AND INTCOMEX, INC. April 19, 2011Shareholders Agreement • May 13th, 2011 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York
This FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of April 19, 2011, is entered into by and among CVCI Intcomex Investment LP, a Delaware limited liability partnership formerly known as Intcomex Bond Purchase LP (the “CVC” Shareholder”); Brightpoint Latin America, Inc., a corporation formed under the laws of the State of Indiana (the “Brightpoint Shareholder”); Michael Shalom, a citizen of the United States; Anthony Shalom, a citizen of the United States; Isaac Shalom, a citizen of the United States; Shalom Holdings 1, LLLP, a Florida limited liability limited partnership (“Shalom 1 LLLP”); Shalom Holdings 3, LLLP, a Florida limited liability limited partnership (“Shalom 3 LLLP”, and together with Shalom 1 LLLP, the “Shalom Entities”, each a “Shalom Entity”, and together with Michael Shalom, Anthony Shalom, Isaac Shalom and Shalom 1 LLLP, the “Shalom Shareholders”, each a “Shalom Shareholder”); the Centel Shareholders (as hereinafter defined); the Addi
AMENDED, RESTATED AND SUBSTITUTED REVOLVING CREDIT NOTEIntcomex, Inc. • January 31st, 2012 • Wholesale-computers & peripheral equipment & software
This Revolving Credit Note is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of July 25, 2011 (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”) by and among the undersigned, as Borrowers, the various financial institutions named therein or which hereafter become a party thereto (each individually a “Lender” and collectively, “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (in its individual capacity, “PNC”), as agent for Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Credit Agreement.
AMENDMENT NO. 6 TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • November 14th, 2008 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Michigan
This Amendment No. 6 to Credit Agreement and Waiver (“Amendment”) executed as of November 13, 2008 by and between Software Brokers of America, Inc., a Florida corporation (“Company”) and Comerica Bank (“Bank”).
As of March 16, 2011Stock Purchase Agreement • March 31st, 2011 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 31st, 2011 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Michigan
This Amendment No. 3 to Revolving Credit Agreement (“Amendment”) dated as of March 28, 2011, by and among the financial institutions signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and Documentation Agent, and Software Brokers of America, Inc. (“Borrower”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • August 23rd, 2007 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
This Amendment No. 3 to Credit Agreement (“Amendment”) executed as of August 17, 2007 by and among Software Brokers of America, Inc., a Florida corporation (“Company”), Comerica Bank, a Michigan banking corporation (“Bank”).
RELEASE AGREEMENTRelease Agreement • August 14th, 2012 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York
THIS AGREEMENT (the “Agreement”), dated as of the 29th day of June, 2012, is entered into by and among Brightpoint, Inc., an Indiana corporation (“Brightpoint”); Brightpoint Latin America, Inc., an Indiana corporation (“Brightpoint Shareholder”); Brightpoint International Ltd., a Delaware corporation (“Brightpoint International”); CVCI Intcomex Investment LP, a Delaware limited liability partnership formerly known as Intcomex Bond Purchase LP (the “CVC Shareholder”); Michael Shalom, a citizen of the United States; Anthony Shalom, a citizen of the United States; Isaac Shalom, a citizen of the United States; Shalom Holdings 1, LLLP, a Florida limited liability limited partnership (“Shalom 1 LLLP”); Shalom Holdings 3, LLLP, a Florida limited liability limited partnership (“Shalom 3 LLLP,” and together with Michael Shalom, Anthony Shalom, Isaac Shalom and Shalom 1 LLLP, the “Shalom Shareholders”); the Additional Shareholders (as hereinafter defined); Intcomex, Inc., a Delaware corporation
TREASURY MANAGEMENT SERVICES CONTROLLED COLLATERAL ACCOUNT SERVICE AGREEMENT (SECOND LIEN – BANK TO HONOR SECURED PARTY’S INSTRUCTIONS ONLY AFTER TERMINATION OF BANK’S LIEN ON COLLATERAL ACCOUNTS)Treasury Management Controlled Collateral Account Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
This Treasury Management Controlled Collateral Account Agreement (“Agreement”) is entered into by the Bank designated below (herein called “Bank”), the Customer designated below (herein called “Customer”) and the Secured Party or Agent of Secured Party designated below (herein called “Secured Party”).
FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTSecurity Agreement • January 31st, 2012 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
THIS FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of January 25, 2012 (this “Amendment”), relating to the Revolving Credit and Security Agreement referenced below, is by and among SOFTWARE BROKERS OF AMERICA, INC., a Florida corporation (the “Company”), ACCVENT LLC, a Florida limited liability company (“Accvent”), FORZA POWER TECHNOLOGIES LLC, a Florida limited liability company (“Forza”), KLIP XTREME LLC, a Florida limited liability company (“KLIP”) and NEXXT SOLUTIONS LLC, a Florida limited liability company (“Nexxt” – hereinafter the Company, Accvent, Forza, KLIP and Nexxt may be referred to collectively as the “Borrowers”), the Lenders identified on the signature pages hereto, and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (in such capacity, the “Agent”). Terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement (as defined below).
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND WAIVERRevolving Credit And • May 13th, 2013 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND WAIVER, dated as of May 10, 2013 (this “Amendment”), relating to the Revolving Credit and Security Agreement referenced below, is by and among SOFTWARE BROKERS OF AMERICA, INC., a Florida corporation (the “Company”), ACCVENT LLC, a Florida limited liability company (“Accvent”), FORZA POWER TECHNOLOGIES LLC, a Florida limited liability company (“Forza”), KLIP XTREME LLC, a Florida limited liability company (“KLIP”), NEXXT SOLUTIONS LLC, a Florida limited liability company (“Nexxt”) and NUQLEO LLC, a Florida limited liability company (“Nuqleo” – hereinafter the Company, Accvent, Forza, KLIP, Nexxt and Nuqleo may be referred to collectively as the “Borrowers”), the Lenders identified on the signature pages hereto, and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as agent for the Lenders (in such capacity, the “Agent”). Terms used herein but not otherwise defined herein shall have the meanings provided
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • June 9th, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Michigan
This Amendment No. 2 to Revolving Credit Agreement (“Amendment”) dated as of June 4, 2010, by and among the financial institutions signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and Documentation Agent, and Software Brokers of America, Inc. (“Borrower”).
INTCOMEX, INC. RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • August 15th, 2011 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
• The number of shares of Intcomex non-voting common stock granted to you, which may be reduced following such grant depending on whether certain 2011 performance targets are achieved (as specified in your Restricted Stock Grant Agreement);
SHARE CHARGE BETWEEN INTCOMEX HOLDINGS, LLC as Guarantor and Chargor AND THE BANK OF NEW YORK MELLON as Trustee for the Holders AND IXLA HOLDINGS LTD. (the “Company”)Share • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
SECOND AMENDMENT TO LEASELease • March 14th, 2012 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
THIS AGREEMENT, made and entered into by and between LIT INDUSTRIAL LIMITED PARTNERSHIP, a Delaware limited partnership, first party, (hereinafter referred to as “Landlord”), and SOFTWARE BROKERS OF AMERICA, INC, d/b/a INTCOMEX, a Delaware corporation, second party, (hereafter referred to as “Tenant”), this 18th day of October, 2011.
As of June 29, 2007Stock Purchase Agreement • August 17th, 2007 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
LIEN SUBORDINATION AGREEMENTLien Subordination Agreement • March 25th, 2013 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York
This Lien Subordination Agreement (the “Agreement”), dated as of July 25, 2011, is made among PNC BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. in its capacity as trustee under the Indenture (as defined below) for the benefit of the Securityholders (together with any replacement or successor trustee, the “Trustee”) SOFTWARE BROKERS OF AMERICA, INC., a Florida corporation (“Borrower”), and NEXXT SOLUTIONS LLC, a Florida limited liability company, KLIP XTREME LLC, a Florida limited liability company and FORZA POWER TECHNOLOGIES LLC, a Florida limited liability company, ACCVENT, LLC, a Florida limited liability company (along with all other subsidiaries required by the PNC Credit Agreement to guaranty the obligations under the PNC Credit Agreement, each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guaranto
FIRST AMENDMENT TO LIEN SUBORDINATION AGREEMENTSubordination Agreement • March 25th, 2013 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
THIS FIRST AMENDMENT TO LIEN SUBORDINATION AGREEMENT, dated as of March 15, 2012, is to that certain Lien Subordination Agreement dated as of July 25, 2011 (as amended, the “Agreement”) by and among
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • June 9th, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
This Amendment No. 1 to Revolving Credit Agreement (“Amendment”) dated as of May 21, 2010, by and among the financial institutions signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and Documentation Agent, and Software Brokers of America, Inc. (“Borrower”).
SOFTWARE BROKERS OF AMERICA, INC. REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 22, 2009 COMERICA BANK AS ADMINISTRATIVE AGENT AND LEAD ARRANGERRevolving Credit Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Michigan
This Revolving Credit Agreement (“Agreement”) is made as of the 22nd day of December, 2009, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and Documentation Agent, and Software Brokers of America, Inc. (“Borrower”).
LIEN SUBORDINATION AGREEMENTLien Subordination Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Michigan
This Lien Subordination Agreement (the “Agreement”), dated as of December 22, 2009, is made among Comerica Bank, a Texas banking association, as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”), The Bank of New York Mellon, N.A. in its capacity as trustee under the Indenture (as defined below) for the benefit of the Securityholders (together with any replacement or successor trustee, the “Trustee”) Software Brokers of America, Inc., a Florida corporation (“Borrower”), and Nexxt Solutions LLC, a Florida limited liability company, Klip Xtreme LLC, a Florida limited liability company and Forza Power Technologies LLC, a Florida limited liability company (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • July 18th, 2007 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
This Amendment No. 2 to Credit Agreement (“Amendment”) executed as of May 15, 2007 by and among Software Brokers of America, Inc., a Florida corporation (“Company”), Comerica Bank, a Michigan banking corporation (“Bank”).
COMERICA BANK CLOSING AGENDA SOFTWARE BROKERS OF AMERICA, INC. March 28, 2008Closing Agenda • March 31st, 2008 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software
LIMITED GUARANTYLimited Guaranty • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Michigan
THIS GUARANTY dated as of December 22, 2009 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guaranty”), is made by the undersigned Guarantor (“Guarantor”) to Comerica Bank, a Texas banking association (“Comerica”), as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”).
SUBSIDIARY GUARANTYJoinder Agreement • February 22nd, 2010 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • Michigan
THIS SUBSIDIARY GUARANTY, dated as of December 22, 2009 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guaranty”), is made by the undersigned Guarantors (collectively, the “Guarantors” and each, individually, a “Guarantor”) to Comerica Bank, a Texas banking association (“Comerica”), as Administrative Agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”).
