Loan And Security Agreement Sample Contracts

Pennymac Mortgage Invest Tr – LOAN AND SECURITY AGREEMENT Dated as of February 1, 2018 Among (February 7th, 2018)

This LOAN AND SECURITY AGREEMENT (as amended or supplemented from time to time, this "Agreement") dated as of February 1, 2018, is among Pennymac Corp. ("PMC"), PENNYMAC HOLDINGS, LLC ("Holdings" and, together with PMC, each a "Borrower" and collectively, the "Borrowers"), PENNYMAC MORTGAGE INVESTMENT TRUST (the "Guarantor"), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (the "Lender").

Pennymac Financial Services In – LOAN AND SECURITY AGREEMENT Among PENNYMAC LOAN SERVICES, LLC, as Borrower, PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC, as Guarantor, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender Dated as of February 1, 2018 (February 7th, 2018)

This LOAN AND SECURITY AGREEMENT (as amended or supplemented from time to time, this "Agreement") dated as of February 1, 2018, is among PENNYMAC LOAN SERVICES, LLC (the "Borrower" or the "Servicer"), PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC (the "Guarantor") and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (the "Lender").

Capstone Therapeutics – First Amendment to Securities Purchase, Loan and Security Agreement (February 1st, 2018)

THIS FIRST AMENDMENT TO SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT (the "Amendment") is made as of the 30th day of January, 2018 by and between Capstone Therapeutics Corp., a Delaware corporation located at 1275 West Washington Street, Suite 104, Tempe, Arizona 85281 (the "Company"), and BP Peptides, LLC, a Delaware limited liability company located at 122 East 42nd Street, Suite 4305, New York, New York 10168 (the "Buyer").

AMENDMENT NO. 3 AND LIMITED CONSENT Dated as of January 30, 2018 to LOAN AND SECURITY AGREEMENT (January 31st, 2018)

THIS AMENDMENT NO. 3 AND LIMITED CONSENT (Amendment) is made as of January 30, 2018 by and among YRC WORLDWIDE INC., a Delaware Corporation (Parent), YRC INC., a Delaware Corporation (YRC), USF REDDAWAY INC., an Oregon Corporation (Reddaway), USF HOLLAND LLC, a Delaware limited liability company (Holland), and NEW PENN MOTOR EXPRESS LLC, a Delaware limited liability company (New Penn, and together with Parent, YRC, Holland and Reddaway, Borrowers and each a Borrower), each Guarantor party hereto, the Lenders party hereto and CITIZENS BUSINESS CAPITAL, a division of Citizens Asset Finance, Inc. (a subsidiary of Citizens Bank, N.A.) as agent for the Lenders and Issuing Banks (in such capacity, Agent), under that certain Loan and Security Agreement dated as of February 13, 2014 by and among Borrowers, Guarantors party thereto from time to time, the Lenders and Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the Loan Agreement). Capitalized te

Loan and Security Agreement (January 30th, 2018)

THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of January 24, 2018 (the "Effective Date") between SILICON VALLEY BANK, a California corporation ("Bank"), and DATAWATCH CORPORATION, a Delaware corporation ("Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Max-1 Acquisition Corp – Amendment No. 2 to Loan and Security Agreement (January 26th, 2018)

This Amendment No. 2 to Loan and Security Agreement (this "Amendment") is entered into this 15th day of January, 2018 by and among (a) HERCULES CAPITAL, INC. (f/k/a Hercules Technology Growth Capital, Inc.), a Maryland corporation, in its capacity as administrative agent for itself and the Lender (as defined herein) (in such capacity, the "Agent"); (b) the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively, referred to as the "Lender"); and (c) EXICURE OPERATING COMPANY (f/k/a Exicure, Inc.), a Delaware corporation ("Borrower").

Cardlytics, Inc. – Loan and Security Agreement (January 12th, 2018)

THIS LOAN AND SECURITY AGREEMENT is entered into on the above date among ALLY BANK (Ally), whose address is 300 Park Avenue, 4th Floor, New York, New York 10022, PACIFIC WESTERN BANK, a California state chartered bank (PWB), whose address is 406 Blackwell Street, Suite 240, Durham, North Carolina 27701, and the borrower named above (the Borrower), whose chief executive office is located at the above address (Borrowers Address). Ally and PWB are herein sometimes collectively referred to as Lenders and individually as a Lender. Ally, in its capacity as administrative and collateral Agent for the Lenders, is referred to herein as the Agent (which term shall include any successor Agent in accordance with terms hereof). The Schedule to this Agreement (the Schedule) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below and in Exhibit A hereto.)

Lipocine Inc. – Loan and Security Agreement (January 9th, 2018)

THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of January 5, 2018 (the "Effective Date") among SILICON VALLEY BANK, a California corporation ("Bank"), and LIPOCINE INC., a Delaware corporation ("Parent"), and LIPOCINE OPERATING INC., a Delaware corporation ("Lipocine Operating" and together with Parent, individually and collectively, jointly and severally, "Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Loan and Security Agreement (January 8th, 2018)

THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of January 5, 2018 (the "Effective Date") between SILICON VALLEY BANK, a California corporation ("Bank"), and NANOSTRING TECHNOLOGIES, INC., a Delaware corporation ("Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Loan and Security Agreement (January 8th, 2018)

THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this "Agreement") dated as of January 5, 2018 (the "Effective Date") among Solar Capital Ltd., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 ("Solar"), as collateral agent (in such capacity, together with its successors and assigns in such capacity, "Collateral Agent"), and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a "Lender" and collectively, the "Lenders"), and Alimera Sciences, Inc., a Delaware corporation with offices located at 6120 Windward Parkway, Suite 290, Alpharetta, GA 30005 ("Borrower"), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

Zafgen, Inc. – Loan and Security Agreement (January 5th, 2018)

THIS LOAN AND SECURITY AGREEMENT (this Agreement) dated as of December 29, 2017 (the Effective Date) between SILICON VALLEY BANK, a California corporation (Bank), and ZAFGEN, INC., a Delaware corporation (Borrower), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Loan and Security Agreement (January 4th, 2018)

This Loan and Security Agreement (this "Agreement") is executed by and between MARQUETTE BUSINESS CREDIT, LLC (together with its successors and assigns, "Lender") and RADISYS CORPORATION, an Oregon corporation ("Borrower"), as of January 3, 2018. Lender and Borrower hereby agree as follows:

ChemoCentryx – Loan and Security Agreement (January 4th, 2018)

THIS LOAN AND SECURITY AGREEMENT is made and dated as of December 28, 2017 and is entered into by and between CHEMOCENTRYX, INC., a Delaware corporation, and each of its Qualified Subsidiaries (hereinafter collectively referred to as the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as Lender) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the Agent).

Fourth Modification to Loan and Security Agreement (December 29th, 2017)

This Fourth Modification to Loan and Security Agreement (this "Modification") is entered into by and between TransTech Systems, Inc., a(n) Oregon corporation ("Borrower") and CapitalSource Business Finance Group, a dba of BFI Business Finance, a California corporation ("Lender") as of this 6th day of June, 2017, at Campbell, California.

CB Pharma Acquisition Corp. – Loan and Security Agreement (December 29th, 2017)

ExWorks Capital Fund I, L.P., a Delaware limited partnership, with its principal place of business located at 333 West Wacker Drive, Suite 1620, Chicago, Illinois 60606 (together with its successors and assigns, "Lender") and Hightimes Holding Corp., a Delaware corporation ("Parent"), Trans-High Corporation, a New York corporation ("Trans-High"), High Times Productions, Inc., a New York corporation, Cannabis Business Digital, LLC, a New York limited liability company, High Times, Inc., a New York corporation, New Morning Productions, Inc., a New York corporation, Hemp Times, Inc., a New York corporation, Planet Hemp, Inc., a New York corporation, The Hemp Company of America, Inc., a New York corporation, High Times Cannex Corp., a New York corporation, and High Times Press, Inc., a New York corporation (together with Parent and Trans-High, the "Borrowers" or individually, a "Borrower"), with a principal place of business at 250 West 57th Street, Suite 920, New York, NY 10107, enter int

Biota Pharmaceuticals Inc. – Loan and Security Agreement (December 29th, 2017)

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this "Agreement") dated as of December 22, 2016 (the "Effective Date") among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 ("Oxford"), as collateral agent (in such capacity, "Collateral Agent"), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a "Lender" and collectively, the "Lenders"), and VAXART, INC., a Delaware corporation with offices located at 385 Oyster Point Blvd., Suite 9A, South San Francisco, CA 94080 ("Borrower"), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

Waiver & Modification No. 4 to Loan and Security Agreement (December 29th, 2017)

This Waiver and Modification No. 4 to Loan and Security Agreement (this "Modification") is entered into as of December 28, 2017 (the "Modification Effective Date"), by and between Partners for Growth IV, L.P., a Delaware limited partnership with its principal place of business at 1660 Tiburon Blvd., Suite D, Tiburon, California 94920 ("PFG") and Sonic Foundry, Inc., a Maryland corporation with its principal place of business at 222 W. Washington Avenue, Madison, WI 53703 ("Borrower"). This Modification amends that certain Loan and Security Agreement between PFG and Borrowers dated as of May 14, 2015 (as amended by that certain Modification No. 1 to Loan and Security Agreement dated September 30, 2015 (the "First Modification"), as amended by that certain Modification No. 2 to Loan and Security Agreement dated as of February 3, 2017 (the "Second Modification"), as amended by that certain Modification No. 3 dated as of May 10, 2017 (the "Third Modification" and, together with the First M

CB Pharma Acquisition Corp. – First Amendmemt to Loan and Security Agreement (December 29th, 2017)

ExWorks Capital Fund I, L.P., a Delaware limited partnership ("ExWorks") and Hightimes Holding Corp., a Delaware corporation ("Parent"), Trans-High Corporation, a New York corporation ("Trans-High"), High Times Productions, Inc., a New York corporation, Cannabis Business Digital, LLC, a New York limited liability company, High Times, Inc., a New York corporation, New Morning Productions, Inc., a New York corporation, Hemp Times, Inc., a New York corporation, Planet Hemp, Inc., a New York corporation, The Hemp Company of America. Inc., a New York corporation, High Times Cannex Corp., a New York corporation, and High Times Press, Inc., a New York corporation (together with Parent and Trans-High, the "Borrowers" or individually, a "Borrower"), enter into this First Amendment to Loan and Security Agreement (this "Amendment") or August 7, 2017.

Amendment No. 6 to Loan and Security Agreement (December 22nd, 2017)

THIS AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into this 21st day of December 2017, by and between PIXELWORKS, INC., an Oregon corporation ("Borrower") and SILICON VALLEY BANK ("Bank"). Capitalized terms used herein without definition shall have the respective meanings given to them in the Loan Agreement (as defined below).

Delta Petroleum Corporation – LOAN AND SECURITY AGREEMENT Dated as of December 21, 2017 PAR PETROLEUM, LLC, PAR HAWAII, INC., MID PAC PETROLEUM, LLC, HIE RETAIL, LLC, HERMES CONSOLIDATED, LLC, and WYOMING PIPELINE COMPANY LLC as Borrowers BANK OF AMERICA, N.A., as Administrative Agent and CERTAIN FINANCIAL INSTITUTIONS, as Lenders BANK OF AMERICA, N.A., as Sole Lead Arranger and Sole Bookrunner KEYBANK NATIONAL ASSOCIATION as Syndication Agent (December 22nd, 2017)

THIS LOAN AND SECURITY AGREEMENT is dated as of December 21, 2017 (this Agreement), among PAR PETROLEUM, LLC, a Delaware limited liability company (the Company), PAR HAWAII, INC., a Hawaii corporation (PHI), MID PAC PETROLEUM, LLC, a Delaware limited liability company (Mid Pac), HIE RETAIL, LLC, a Hawaii limited liability company (HIE), HERMES CONSOLIDATED, LLC (d/b/a Wyoming Refining Company), a Delaware limited liability company (Hermes), and WYOMING PIPELINE COMPANY LLC, a Wyoming limited liability company (WPC and collectively, with the Company, PHI, Mid Pac, HIE, and Hermes, Borrowers), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, Administrative Agent).

Loan and Security Agreement (December 18th, 2017)

THIS LOAN AND SECURITY AGREEMENT (this Agreement) is entered into as of December 15, 2017 by and among MB FINANCIAL BANK, N.A. (Lender) and EXACT SCIENCES CORPORATION, a Delaware corporation (ESC), and EXACT SCIENCES LABORATORIES, LLC, a Delaware limited liability company (ESL) (ESC and ESL are sometimes referred to herein as a Borrower and collectively as the Borrowers).

Xenon Pharmaceuticals Inc. – Loan and Security Agreement (December 18th, 2017)

THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of December 18, 2017 (the "Effective Date") among (A) SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California, 94105 ("Bank") and (B) XENON PHARMACEUTICALS INC., a corporation continued under the laws of Canada with the registered address 745 Thurlow Street, Suite 2400, Vancouver, British Columbia, V6E 0C5, Canada (the "Canadian Borrower") and XENON PHARMACEUTICALS USA INC., a corporation organized under the laws of the State of Delaware (the "U.S. Borrower", and together with the Canadian Borrower herein, jointly and severally, individually and collectively, "Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Cardica, Inc. – POST-PETITION LOAN AND SECURITY AGREEMENT DATED AS OF December 15, 2017 by and Between DEXTERA SURGICAL INC., as Borrower, and AESCULAP, INC., or Its Designee as Lender (December 15th, 2017)

This POST-PETITION LOAN AND SECURITY AGREEMENT (this "Agreement") is made and entered into December 15, 2017, between DEXTERA SURGICAL INC., a Delaware corporation formerly known as "Cardica, Inc." ("Borrower"), and AESCULAP, INC., a California corporation, or its designee ("Lender").

U.S. $150,000,000 LOAN AND SECURITY AGREEMENT Dated as of December 1, 2017 Among CAC WAREHOUSE FUNDING LLC VII, as the Borrower, CREDIT ACCEPTANCE CORPORATION, Individually and as the Originator, the Servicer and the Custodian, THE LENDERS FROM TIME TO TIME PARTY HERETO, THE MANAGING AGENTS FROM TIME TO TIME PARTY HERETO, CREDIT SUISSE AG, NEW YORK BRANCH, as the Deal Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Backup Servicer (December 7th, 2017)

CREDIT ACCEPTANCE CORPORATION, a Michigan corporation ("Credit Acceptance", the "Originator", the "Servicer" or the "Custodian");

Ourpets – Loan and Security Agreement (December 6th, 2017)

THIS LOAN AND SECURITY AGREEMENT (this "Agreement") is entered into in Fairport Harbor, Ohio and dated effective as of November 30, 2017 (the "Effective Date"), by and among OurPet's Company, a Colorado corporation ("OurPet's"), SMP Company, Incorporated, an Ohio corporation ("SMP"), Virtu Company, an Ohio corporation ("Virtu"), and OurPet's DISC, Inc., an Ohio corporation ("DISC"; OurPet's, SMP, Virtu and DISC are jointly and severally herein referred to as "Borrower"), each having a principal place of business located at 1300 East Street, Fairport Harbor, Ohio 44077, and The Huntington National Bank, a national banking association having an office located at 200 Public Square, Suite 600, Cleveland, Ohio 44114 (including as successor-in-interest by merger to FirstMerit Bank, N.A., "Lender").

Loan and Security Agreement (November 29th, 2017)

THIS LOAN AND SECURITY AGREEMENT is entered into as of November 22, 2017 by and between NORTH MILL CAPITAL LLC, a Delaware limited liability company (Lender), with an office located at 821 Alexander Road, Suite 130, Princeton, New Jersey 08540 and AMERICAN GAMING & ELECTRONICS, INC., a Nevada corporation (Borrower), with its chief executive office located at 223 Pratt Street, Hammonton, New Jersey 08037.

Cell Therapeutics, Inc. – Loan and Security Agreement (November 28th, 2017)

THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of November 28, 2017 (the "Effective Date") between SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, CA 94105 ("Bank"), and CTI BIOPHARMA CORP., a Washington corporation ("Borrower"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Fifth Amendment to Loan and Security Agreement (November 28th, 2017)

This Fifth Amendment to Loan and Security Agreement is entered into as of November 27, 2017 (the "Amendment"), by and between HERITAGE BANK OF COMMERCE ("Bank") and BRIDGELINE DIGITAL, INC. ("Borrower").

Loan and Security Agreement (November 20th, 2017)

THIS LOAN AND SECURITY AGREEMENT (this "Agreement"), dated as of November 17, 2017, among: (a) FALCONSTOR SOFTWARE, INC., a Delaware corporation ("Borrower" or the "Company"), (b) the other Loan Parties from time to time party hereto and (c) HCP-FVA, LLC, a Delaware limited liability company (together with its successors and assigns, "Lender"), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:

Lifeway Foods, Inc. – Thirteenth Modification to Loan and Security Agreement (November 14th, 2017)

This Thirteenth Modification to Loan and Security Agreement (this "Amendment") is entered into as of July 6, 2017 by and among THE PRIVATEBANK AND TRUST COMPANY (the "Bank"), LIFEWAY FOODS, INC., an Illinois corporation ("Lifeway"), FRESH MADE, INC., a Pennsylvania corporation ("FMI"), HELIOS NUTRITION LIMITED, a Minnesota corporation ("Helios"), THE LIFEWAY KEFIR SHOP LLC, an Illinois limited liability company formerly known as STARFRUIT, LLC ("LKS"), and LIFEWAY WISCONSIN, INC., an Illinois corporation ("LWI" and together with Lifeway, FMI, Helios, and LKS being sometimes collectively referred to as the "Borrowers").

Lifeway Foods, Inc. – Fifteenth Modification to Loan and Security Agreement (November 14th, 2017)

This Fifteenth Modification to Loan and Security Agreement (this "Amendment") is entered into as of November 1, 2017 (the "Effective Date") by and among CIBC BANK USA, formerly known as THE PRIVATEBANK AND TRUST COMPANY (the "Bank"), LIFEWAY FOODS, INC., an Illinois corporation ("Lifeway"), FRESH MADE, INC., a Pennsylvania corporation ("FMI"), HELIOS NUTRITION LIMITED, a Minnesota corporation ("Helios"), THE LIFEWAY KEFIR SHOP LLC, an Illinois limited liability company formerly known as STARFRUIT, LLC ("LKS"), and LIFEWAY WISCONSIN, INC., an Illinois corporation ("LWI" and together with Lifeway, FMI, Helios and LKS being sometimes collectively referred to as the "Borrowers").

Lifeway Foods, Inc. – Fourtheenth Modification to Loan and Security Agreement (November 14th, 2017)

This Fourteenth Modification to Loan and Security Agreement (this "Amendment") is entered into as of July 20, 2017 (the "Effective Date") by and among THE PRIVATEBANK AND TRUST COMPANY (the "Bank"), LIFEWAY FOODS, INC., an Illinois corporation ("Lifeway"), FRESH MADE, INC., a Pennsylvania corporation ("FMI"), HELIOS NUTRITION LIMITED, a Minnesota corporation ("Helios"), THE LIFEWAY KEFIR SHOP LLC, an Illinois limited liability company formerly known as STARFRUIT, LLC ("LKS"), and LIFEWAY WISCONSIN, INC., an Illinois corporation ("LWI" and together with Lifeway, FMI, Helios and LKS being sometimes collectively referred to as the "Borrowers").

Loan and Security Agreement (November 13th, 2017)

This LOAN AND SECURITY AGREEMENT (this "Agreement") is entered into as of September 30, 2017, (the "Effective Date"), by and between NATURAL ALTERNATIVES INTERNATIONAL, INC., a Delaware corporation, (the "Lender") on the one hand, and KAGED MUSCLE LLC, a Delaware limited liability company ("Borrower"), and MICHAEL MCCLANE, an individual resident in Idaho (the "Guarantor" and together with Borrower, the "Debtor Parties") on the one hand. Each of Lender, Borrower and Guarantor may be referred to individually as a "Party", and collectively as the "Parties"), and.

Quanterix Corp – Amendment No. 3 to Loan and Security Agreement (November 9th, 2017)

This AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this Amendment), is entered into as of March 31, 2017, but is effective as of March 1, 2017, by and among (a) QUANTERIX CORPORATION, a Delaware corporation (Borrower), (b) the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively referred to as Lender), and (c) HERCULES CAPITAL, INC. (formerly known as Hercules Technology Growth Capital, Inc.), a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, Agent).

Quanterix Corp – Amendment No. 2 to Loan and Security Agreement (November 9th, 2017)

This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this Amendment), is entered into as of January 29, 2016, by and among (a) QUANTERIX CORPORATION, a Delaware corporation (Borrower), (b) the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively referred to as Lender), and (c) HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, Agent).