Common use of Agency Provisions Clause in Contracts

Agency Provisions. (a) JPMorgan has been appointed Collateral Agent for the Credit Agreement Secured Parties pursuant to Article VII of the Credit Agreement and the Consenting Noteholders pursuant to Article II of the Intercreditor Agreement and the actions of the Collateral Agent hereunder are subject to such provisions. The Collateral Agent 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 action (including the release or substitution of the Collateral), in accordance with this Security Agreement, the Credit Agreement and the Intercreditor Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement and the Intercreditor Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement and the Intercreditor Agreement, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in Article VII of the Credit Agreement and Article II of the Intercreditor Agreement. Any successor Collateral Agent appointed pursuant to Article VII of the Credit Agreement and Article II of the Intercreditor Agreement shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. (b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Collateral. (c) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it 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 Security Agreement and its duties hereunder, upon advice of counsel selected by it. (d) The Collateral Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in Section 4.1.6 hereof. If any Grantor fails to provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’s property constituting Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if any Grantor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by any Grantor.

Agency Provisions. (a) JPMorgan has been appointed Collateral Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Agent for in the Credit heading of this Agreement Secured Parties pursuant and its successors and assigns to Article VII of serve as the Credit administrative agent and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the Consenting Noteholders pursuant other Loan Documents as are delegated to Article II of the Intercreditor Agreement Agent under such agreements and the actions of the Collateral Agent hereunder are subject to such provisions. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rightssuch powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Agent is a party, and to exercise all rights, powers and remedies that the Agent may have under such Loan Documents. (b) As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from taking action acting (including and shall be fully protected in so acting or refraining from acting) upon the release or substitution written instructions of the CollateralRequired Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in accordance writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Agent shall not be required to take any action that (i) the Agent in good faith believes exposes it to liability unless the Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Security AgreementAgreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any Debtor Relief Laws or requirement of law that may affect a forfeiture, modification or termination of property of a Defaulting lender in violation of Debtor Relief Laws; provided, further, that the 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. Except as expressly set forth in the Loan Documents, the Credit Agreement and the Intercreditor Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith shall not have any duty to disclose, and shall not be liable for the negligence or misconduct of failure to disclose, any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement and the Intercreditor Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject information relating to the terms Borrowers, any Subsidiary or any Affiliate of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement and the Intercreditor Agreement, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in Article VII of the Credit Agreement and Article II of the Intercreditor Agreement. Any successor Collateral Agent appointed pursuant to Article VII of the Credit Agreement and Article II of the Intercreditor Agreement shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. (b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining foregoing that is communicated to or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not obtained by the Collateral Person serving as Agent or any other Secured Party has of its Affiliates in any capacity. Nothing in this Agreement shall require the Agent to expend or is deemed to risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have knowledge reasonable grounds for believing that repayment of such matters funds or (ii) taking any necessary steps adequate indemnity against such risk or liability is not reasonably assured to preserve rights against any person with respect to any Collateralit. (c) The Collateral In performing its functions and duties hereunder and under the other Loan Documents, the Agent shall be entitled is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to rely upon any written noticethe maintenance of the Register), statement, certificate, order or other document or any telephone message believed by it 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 Security Agreement and its duties hereunder, upon advice are entirely mechanical and administrative in nature. The motivations of counsel selected by it.the Agent are commercial in nature and not to invest in the general performance or operations of the Borrowers. Without limiting the generality of the foregoing: (di) The Collateral the Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in Section 4.1.6 hereof. If any Grantor fails to provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent does not assume and shall not be liable deemed to have assumed any obligation or responsible duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Agent based on an alleged breach of fiduciary duty by the Agent in connection with this Agreement and/or the transactions contemplated hereby; (ii) where the Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be governed by the laws of United States, or is required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law; and (iii) nothing in this Agreement or any Loan Document shall require the Agent to account to any party Lender for any failure to maintain a perfected security interest in such Grantor’s property constituting Collateral, sum or the profit element of any sum received by the Agent for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if any Grantor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by any Grantor.its own account;

Agency Provisions. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The bank 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 such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) JPMorgan the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has been appointed Collateral occurred and is continuing, (b) the Administrative Agent for shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders or the Required Revolving Credit Agreement Secured Parties pursuant to Article VII Lenders (or such other number or percentage of the Credit Agreement Lenders as shall be necessary under the circumstances as provided in Section 8.01) and (c) except as expressly set forth herein, the Consenting Noteholders pursuant to Article II of the Intercreditor Agreement and the actions of the Collateral Agent hereunder are subject to such provisions. The Collateral Administrative Agent shall not have the right hereunder any duty to make demandsdisclose, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Collateral), in accordance with this Security Agreement, the Credit Agreement and the Intercreditor Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative 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 the Required Revolving Credit Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01) or in the absence of its own gross negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faithwillful misconduct. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement and the Intercreditor Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement and the Intercreditor Agreement, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in Article VII of the Credit Agreement and Article II of the Intercreditor Agreement. Any successor Collateral Agent appointed pursuant to Article VII of the Credit Agreement and Article II of the Intercreditor Agreement shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. (b) The Collateral Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the 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, (ii) taking the contents of any necessary steps 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, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to preserve rights against any person with respect confirm receipt of items expressly required to any Collateral. (c) be delivered to the Administrative Agent. The Collateral Administrative Agent shall be entitled to rely upon upon, and shall not incur any written liability for relying upon, any notice, request, certificate, consent, statement, certificateinstrument, order document or other document or any telephone message writing believed by it to be genuine and correct and to have been signed, signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper personPerson, andand shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), with respect to all matters pertaining to this Security Agreement independent accountants and its duties hereunder, upon advice of counsel other experts selected by it. (d) The Collateral Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in Section 4.1.6 hereof. If any Grantor fails to provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent and shall not be liable for any action taken or responsible not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative 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 Administrative Agent. The Administrative 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 this Article VII shall apply to any party 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 the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any failure time by notifying the Lenders and the Borrower. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to maintain clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent. Upon any such resignation or removal, the Required Lenders shall have the right, in consultation with and, unless an Event of Default shall have occurred and be continuing, the consent (which consent will not be unreasonably withheld or delayed) of the Borrower, to appoint a perfected security interest successor that is a bank (with combined capital and surplus of at least $500,000,000). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the Required Lenders give notice of removal or the retiring Administrative Agent gives notice of its resignation, as the case may be, then such removal shall nonetheless become effective in accordance with such Grantor’s property constituting Collateralnotice at the end of such 30-day period or the retiring Administrative Agent may, for on behalf of the Lenders and in consultation with and, unless an Event of Default shall have occurred and be continuing, the consent (which consent will not be unreasonably withheld or delayed) of the Collateral Borrower, appoint a successor Administrative Agent needed which shall be a bank (with combined capital and surplus of at least $500,000,000) with an office in New York, New York, or an Affiliate of any such bank (with combined capital and surplus of at least $500,000,000), respectively. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to have information relating to such changesand become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. The Collateral fees payable by the Borrower to a successor Administrative Agent shall have no duty be the same as those payable to inquire about its predecessor unless otherwise agreed between the Borrower and such changes if any Grantor does not inform successor. After the Collateral Agent Administrative Agent’s resignation or removal hereunder, the provisions of this Article VII and Section 8.04 shall continue in effect for the benefit of such changesretiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as the parties acknowledging Administrative Agent. Each Lender acknowledges and agreeing agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it would not be feasible is engaged in making, acquiring or practical for holding commercial loans in the Collateral ordinary course of its business and has, independently and without reliance upon the Administrative Agent to search for information or any other Lender and based on such changes if documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Advances hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information is (which may contain material, non-public information within the meaning of the securities laws of the United States of America concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not provided by taking action under or based upon this Agreement, any Grantorrelated agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder.

Agency Provisions. (a) JPMorgan has been appointed Collateral Each Lender hereby irrevocably appoints and authorizes Agent for the Credit Agreement Secured Parties pursuant to Article VII of the Credit take such action as Agent on its behalf and to exercise such powers under this Agreement and the Consenting Noteholders pursuant other Financing Documents as are delegated to Article II the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The duties of the Intercreditor Agreement Agent shall be mechanical and administrative in nature and the actions Agent shall not by reason of the Collateral Agent hereunder are subject to such provisionsthis Agreement be a trustee or fiduciary for any Lender. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise no duties or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Collateral), in accordance with this Security Agreement, the Credit Agreement and the Intercreditor Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed responsibilities except as expressly set forth in the manner provided in the Credit Agreement and the Intercreditor Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement and the Intercreditor Agreement, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in Article VII of the Credit Agreement and Article II of the Intercreditor Agreement. Any successor Collateral Agent appointed pursuant to Article VII of the Credit Agreement and Article II of the Intercreditor Agreement shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunderFinancing Documents. (b) The Collateral Agent shall be deemed to have exercised reasonable care in Neither the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of its directors, officers, agents or employees shall be liable to the Secured Parties shall have responsibility Lenders for (i) ascertaining any action taken or taking action omitted to be taken by it or them under or in connection with respect to calls, conversions, exchanges, maturities, tenders any Financing Documents in the absence of its or other matters relating to any Pledged Collateral, whether their own gross negligence or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Collateralwillful misconduct. (c) The Collateral With respect to its obligation to advance its Commitment, the Agent shall be entitled to rely upon have the same rights and powers under the Financing Documents as any written noticeother Lender and may exercise the same as though it were not the Agent; and the term "Lender" or "Lenders" shall, statementunless otherwise expressly indicated, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by include the proper person, and, with respect to all matters pertaining to this Security Agreement and Agent in its duties hereunder, upon advice of counsel selected by itindividual capacity. (d) 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. (e) The Collateral Lenders agree to indemnify the Agent may rely on advice of counsel as (to whether any or all UCC financing statements the extent not reimbursed by Borrower), pro rata according to their respective pro rata shares of the Grantors need Loan, 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 the Agent in any way relating to be amended as a result or arising out of any of the changes described in Section 4.1.6 hereofFinancing Documents or any action taken or omitted by the Agent under the Financing Documents, provided that no Lender shall be liable for any portion of any of the foregoing resulting from the Agent's gross negligence or willful misconduct. If any Grantor fails Without limiting the foregoing, each Lender agrees to provide information reimburse the Agent (to the Collateral extent not reimbursed by Borrower) promptly upon demand for its pro rata share for out-of-pocket expenses (including counsel fees) incurred by Agent about such changes in connection with the administration, or enforcement of, or legal advice in respect of rights or responsibilities under, any of the Financing Documents. (f) Upon receipt of funds on a timely basisaccount of the Obligations, the Collateral Agent shall not will promptly thereafter caused to be liable or responsible distributed such payments of principal, interest and other fees payable to any party for any failure Lenders hereunder and under the other Financing Documents to maintain a perfected security interest each Lender, in such Grantor’s property constituting Collaterallike funds, for which the Collateral Agent needed to have information relating an amount equal to such changes. The Collateral Agent shall have no duty Lender's pro rata share of the amount collected by Agent. (g) Lenders acknowledge that Zanett's right to inquire about such changes if any Grantor does receive the Organization Fee and the Consulting Warrants inures to Zanett in its individual capacity and not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by any Grantorin its capacity as Agent.

Agency Provisions. (a) JPMorgan has been appointed Collateral Agent A. The Agency shall provide information relative to eligible individuals as is available to the Agency and as may be required by the Vendor for the Credit Agreement Secured Parties pursuant effective implementation of its part of this Agreement. B. The Agency shall allow its Program participants to Article VII redeem WIC food instruments and cash-value vouchers (CVVs) at any Louisiana WIC Authorized Vendor. C. The Agency shall accept and process WIC Vendor applications on an on-going basis. D. It is agreed that in consideration for goods delivered, the Agency shall honor all valid food instruments and CVVs payable to the order of the Credit Vendor in the amounts as expressed or specified on the food instruments/CVVs as long as those amounts reflect the actual WIC food package costs and are within the limits determined by the accepted prices submitted by the store on the monthly WIC-3/Vendor Portal for that period of time consistent with any Agency-determined applicable peer group reimbursement limitations and subject to the vendor’s remaining in good standing with no outstanding bills or debts to the WIC Program. E. The Agency may disqualify a Vendor for reasons of Program abuse. In accordance with the above section titled, “Administrative Review Procedures”, the Vendor has the right to appeal a State agency decision pertaining to denial of application to participate, Vendor disqualification or any adverse action which affects participation during the Agreement and the Consenting Noteholders pursuant period. Expiration of Agreement with a Vendor is not subject to Article II appeal. Vendors whose Agreements are not renewed may reapply but will not be authorized for six months after expiration of the Intercreditor Agreement Agreement. The Vendor agrees and realizes that until the actions completion of the Collateral Agent hereunder appeal process the Vendor must remove the “WIC Authorized Vendor” poster and not accept WIC food instruments or CVVs or in any way participate in the WIC Program. This adverse action will be imposed during the appeal process following the 15 day advance notification period unless the agency determines that such an action would result in inadequate participant access. F. The Agency shall not accept voluntary withdrawal or use non-renewal of the vendor Agreement instead of disqualification. G. Prior to removing a Vendor from participating in the Program, the Agency shall determine, in its sole discretion, and document in the Vendor file, whether the removal would result in inadequate participant access for all mandatory sanctions (except for conviction for trafficking/illegal sales). This determination will be based on the unavailability of other authorized Vendors in the same area as the violative Vendor. If the Agency determines that the removal would result in inadequate access, then the Agency shall impose a Civil Money Penalty (CMP) in lieu of the removal, except for the third or subsequent violation (and conviction for trafficking/illegal sales). The amount of the CMP shall equal the average monthly WIC redemptions for the six (6) month period (number of months must be at least 6 months, but may be more than 6 months) ending with the month immediately preceding the month during which the notice of sanction is dated, multiplied times 10 percent (.10), and then multiplied times the number of months for which the Vendor would have been removed, provided that the CMP shall not exceed $11,000 for each violation, and provided that the CMP in lieu of permanent removal shall be $11,000. If multiple violations are revealed by a single investigation, the total CMP shall not exceed $44, 000. However, for violations consisting of court conviction for trafficking or illegal sales noted in paragraph “M” below, the respective maximum CMPs are $11,000 and $49,000. These maximum amounts are subject to such provisions. The Collateral Agent 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 action adjustments consistent with 7 CFR §3.91(b) (including the release or substitution of the Collateral3) (v), in accordance with this Security Agreement, the Credit Agreement and the Intercreditor Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement and the Intercreditor Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement and the Intercreditor Agreement, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in Article VII of the Credit Agreement and Article II of the Intercreditor Agreement. Any successor Collateral Agent appointed pursuant to Article VII of the Credit Agreement and Article II of the Intercreditor Agreement shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. (b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Collateral. (c) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it 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 Security Agreement and its duties hereunder, upon advice of counsel selected by it. (d) The Collateral Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in Section 4.1.6 hereof. If any Grantor fails to provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’s property constituting Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if any Grantor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by any Grantor.

Agency Provisions. (a) JPMorgan has been appointed Collateral Agent for the Credit Agreement Secured Parties pursuant to Article VII of the Credit Agreement and the Consenting Noteholders pursuant to Article II of the Intercreditor Agreement and the actions of the Collateral Agent hereunder are subject to such provisions. The Collateral Agent 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 action (including the release or substitution of the Collateral), in accordance with this Security Agreement, the Credit Agreement and the Intercreditor Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement and the Intercreditor Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement and the Intercreditor Agreement, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in Article VII of the Credit Agreement and Article II of the Intercreditor Agreement. Any successor Collateral Agent appointed pursuant to Article VII of the Credit Agreement and Article II of the Intercreditor Agreement shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. (b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Collateral. (c) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it 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 Security Agreement and its duties hereunder, upon advice of counsel selected by it. (d) The Collateral Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in Section 4.1.6 hereof. If any Grantor fails to provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’s property constituting Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if any Grantor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by any Grantor.

Agency Provisions. (a) JPMorgan has been appointed Collateral Agent for the Credit Agreement Secured Parties pursuant to Article VII Each of the Credit Banks hereby irrevocably appoints and authorizes Agent to take such action as Agent on its behalf and to exercise such powers under this Loan Agreement as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The duties of Agent shall be mechanical and administrative in nature, and Agent shall not by reason of this Loan Agreement be a trustee or fiduciary for Banks. Agent shall have no duties or responsibilities except those expressly set forth herein. As to any matters not expressly provided for by this Loan Agreement (including, without limitation, enforcement or collection of the Notes), 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 so refraining from acting) upon the instructions of Banks, and such instructions shall be binding upon all Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which exposes Agent to personal liability or which is contrary to this Loan Agreement or applicable law. Without the prior instructions of Banks, Agent may exercise any provisions of this Loan Agreement or the other Loan Documents which directly or indirectly authorize Agent to exercise its discretion or otherwise take actions which are discretionary in nature. (b) Any provision of this Loan Agreement, the Notes, or the other Loan Documents may be amended or waived if, but only if such amendment or waiver is in writing and is signed by Borrowers and Agent; provided that no amendment or waiver shall, unless signed by Agent and all Banks: (i) modify the Percentage Share of any Bank, (ii) release a guarantor, (iii) amend or waive any of provisions related to the Borrowing Base, (iv) increase the commitment of any Bank or subject any Bank to any additional obligation, (v) forgive any of the principal of or reduce the rate of interest on any Loans or any fees hereunder, (vi) postpone the date fixed for any payment of principal of or interest on any Loans or any fees hereunder, or (vii) change the number or percentage of Banks required to take any action under this Section or any other provision of this Loan Agreement. All other major decisions with respect to the management of Banks= relationship with Borrowers and the credit facilities created under this Loan Agreement and the Consenting Noteholders pursuant other Loan Documents, including without limitation (i) whether or not to Article II accelerate the Notes, (ii) whether or not to agree to amendments or waivers under the terms of this Loan Agreement or any of the Intercreditor other Loan Documents, (iii) all material matters relating to foreclosure and collection, and (iv) what directions to give Agent regarding matters not covered by this Loan Agreement and the actions other Loan Documents, shall be made by the unanimous consent of all Banks. (c) Neither Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Loan Agreement in the absence of its or their own gross negligence or willful misconduct. Without limitation of the Collateral generality of the foregoing, Agent hereunder are subject (1) may treat the payee of any Notes as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to such provisions. The Collateral Agent shall have the right hereunder to make demandsAgent; (2) may consult with legal counsel (including counsel for Borrowers), to give notices, to exercise or refrain from exercising any rightsindependent public accountants, and to take or refrain from taking action (including the release or substitution of the Collateral), in accordance with this Security Agreement, the Credit Agreement and the Intercreditor Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith other experts selected by it and shall not be liable for the negligence any action taken or misconduct of any such agents or attorneys-in-fact selected omitted to be taken in good faith by it in good faith. The Collateral Agent may resign accordance with the advice of such counsel, accountants, or experts; (3) makes no warranty or representation to any Bank and a successor Collateral Agent may shall not be appointed responsible to any Bank for any statements, warranties, or representations made in the manner provided or in the Credit Agreement and the Intercreditor connection with this Loan Agreement. It is expressly understood and agreed by the parties ; (4) shall not have any duty to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject ascertain or to inquire as to the terms performance or observance of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement and the Intercreditor Agreement, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in Article VII of the Credit Agreement and Article II of the Intercreditor Agreement. Any successor Collateral Agent appointed pursuant to Article VII of the Credit Agreement and Article II of the Intercreditor Agreement shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. (b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties terms, covenants, or conditions of this Loan Agreement on the part of Borrowers, or to inspect the property or assets (including the books and records) of Borrowers; (5) shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating not be responsible to any Pledged CollateralBank for the due execution, whether legality, validity, enforceability, genuineness, perfection, sufficiency, or not the Collateral Agent value of this Loan Agreement or any other Secured Party has instrument or is deemed to have knowledge document furnished pursuant thereto; and (6) shall incur no liability under or in respect of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Collateral. (c) The Collateral Agent shall be entitled to rely this Loan Agreement by acting upon any written notice, statementconsent, certificate, order or other document instrument or any telephone message writing (which may be sent by telegram, telex, or facsimile transmission) believed by it to be genuine and correct and to have been signed, signed or sent or made by the proper person, and, with respect to all matters pertaining to this Security Agreement and its duties hereunder, upon advice of counsel selected by itparty or parties. (d) The Collateral With respect to its Percentage Share, the advances on the Revolving Loans made by it, and the Revolving Note payable to it, Bank of Texas shall have the same rights and powers under this Loan Agreement as any other Bank and may exercise the same as though it were not collateral agent; and the terms ABank,@ ABanks,@ and ARequired Banks@ shall, unless otherwise expressly indicated, include Bank of Texas in its individual capacity. Bank of Texas and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrowers, any subsidiary, and any person who may do business with or own securities of Borrowers, all as if Bank of Texas were not Agent may rely on advice of counsel as and without any duty to whether any or all UCC financing statements account therefor to Banks. Tandem Energy Corporation, et al March 14, 2008 (e) Each of the Grantors need Banks acknowledges that it has, independently and without reliance upon Agent or any other Banks and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Loan Agreement. Each of the Banks also acknowledges that it will, independently and without reliance upon Agent or any other Banks and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Loan Agreement. Except for notices, reports, and other documents and information expressly required to be amended as a result of any of the changes described in Section 4.1.6 hereof. If any Grantor fails furnished to provide information to the Collateral Banks by Agent about such changes on a timely basishereunder, the Collateral Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’s property constituting Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty or responsibility to inquire about provide any Bank with any credit or other information concerning the affairs, financial condition, or business of Borrowers which may come into the possession of Agent. (f) Each of the Banks agrees to indemnify Agent (to the extent not reimbursed by Borrowers), ratably according to its Percentage 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 Agent in any way relating to or arising out of this Loan Agreement or any action taken or omitted by Agent under this Loan Agreement, provided that no Bank shall be liable for any portion of any of the foregoing resulting from Agent=s gross negligence or willful misconduct. Without limitation of the foregoing, each of the Banks agrees to reimburse Agent (to the extent not reimbursed by the Borrowers) promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by Agent in connection with the preparation, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Loan Agreement. (g) Agent may resign at any time by giving at least sixty (60) days prior written notice thereof to Banks and Borrowers. Upon any such changes if resignation, within thirty (30) days after the retiring Agent=s giving of notice of resignation, then Banks may appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any Grantor does not inform State thereof and having a combined capital and surplus of at least $100,000,000. Upon the Collateral acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, and duties of such changesthe retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Loan Agreement. After any retiring Agent=s resignation, the parties acknowledging and agreeing that provisions of this Section shall inure to its benefit as to any actions taken or omitted to be taken by it would not while it was Agent under this Loan Agreement. (h) If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise) on account of the Notes held by it in excess of its ratable share of payments on account of the Notes obtained by all Banks, such Bank shall purchase from the other Banks such participations in the Notes held by them as shall be feasible or practical for necessary to cause such purchasing Bank to share the Collateral Agent to search for information on such changes if such information is not provided by any Grantorexcess payment ratably with the other Banks.

Agency Provisions. (a) JPMorgan has been appointed Collateral Each Lender hereby designates and appoints Agent as its representative under this Agreement and each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement, 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 Credit benefit of Agent and the Lenders, and the Debtor 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 Secured Parties notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement 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 Lenders, and only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, unless otherwise directed by the Required Lenders 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 Article VII this Agreement. Without limiting the generality of the Credit foregoing, or of any other provision of this Agreement and the Consenting Noteholders pursuant that provides rights or powers to Article II of the Intercreditor Agreement and the actions of the Collateral Agent hereunder are subject to such provisions. The Collateral Agent, Lenders agree that Agent 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 action the following powers as long as this Agreement remains in effect: (including the release or substitution of the Collateral)a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Debtor 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 this Security Agreement, (c) make portions of the Credit Loans, for itself or on behalf of Lenders as provided in this Agreement, (d) exclusively receive, apply, and distribute the Collections of the Debtor as provided in this Agreement, (e) open and maintain such bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with this Agreement for the foregoing purposes with respect to the Collateral and the Intercreditor Collections of the Debtor, (f) perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Debtor, the Obligations, the Collateral, the Collections the Debtor, or otherwise related to any of same as provided in this Agreement. The Collateral , and (g) incur and pay such Lender Expenses as Agent may employ agents deem necessary or appropriate for the performance and attorneys-in-fulfillment of its functions and powers pursuant to this Agreement. (b) Agent may execute any of its duties under this Agreement by or through agents, employees or attorneys in fact in connection herewith and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be liable responsible for the negligence or misconduct of any such agents agent or attorneys-in-attorney in fact selected by that it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement and the Intercreditor Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement and the Intercreditor Agreement, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) selects as long as such hereunder only on the express conditions contained in Article VII of the Credit Agreement and Article II of the Intercreditor Agreement. Any successor Collateral Agent appointed pursuant to Article VII of the Credit Agreement and Article II of the Intercreditor Agreement shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. (b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments selection was made without gross negligence or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Collateralwillful misconduct. (c) The Collateral None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or the transactions contemplated hereby (except for their own respective gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by the Debtor or Affiliate of the Debtor, or any officer or director thereof, contained in this Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with this Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or for any failure of the Debtor to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, except as expressly required by the terms of this Agreement, or to inspect the books and records or properties of the Debtor or the books or records or properties of any of the Debtor’s Affiliates. (d) Agent shall be entitled to rely rely, and shall be fully protected in relying, upon any written writing, resolution, notice, statementconsent, certificate, order affidavit, letter, facsimile or other electronic method of transmission, telex or telephone message, statement or other document or any telephone message conversation believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper personPerson or Persons, andand upon advice and statements of legal counsel (including counsel to the Debtor or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement unless Agent shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and until such instructions are received, Agent shall refrain from acting as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense 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 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 all of the Lenders. (e) Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to all matters pertaining defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and except with respect to Defaults or Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or the Debtor referring to this Security Agreement Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its duties hereunderreceipt of any such notice or of any Default or Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Default or Event of Default, upon advice such Lender promptly shall notify the Agent of counsel selected such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 16(d), Agent shall take such action with respect to such Default or Event of Default as may be requested by itthe Required Lenders in accordance with Section 13; provided, however, that unless and until Agent has received any such request, Agent may refrain from taking such action with respect to such Default or Event of Default as it shall deem advisable. (df) The Collateral Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent may rely hereinafter taken, including any review of the affairs of the Debtor and its Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on advice such documents and information as it has deemed appropriate, made its own appraisal of counsel and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Debtor, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Debtor. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person 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 to make such investigations as it deems necessary to inform itself as to whether any or all UCC financing statements the business, prospects, operations, property, financial and other condition and creditworthiness of the Grantors need Debtor. Except for notices, reports, and other documents expressly herein required to be amended as 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 and other condition or creditworthiness of the Debtor and any other Person that is a result party to this Agreement that may come into the possession of any of the changes described Agent-Related Persons. (g) Agent may incur and pay costs and expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to this Agreement, including court costs, reasonable attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not the Debtor is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the Collections of the Debtor received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of the Debtor received by Agent, each Lender hereby agrees that it is and shall be obligated to pay to or reimburse Agent for the amount of such Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Debtor and without limiting the obligation of the Debtor to do so), according to their Pro Rata Shares, from and against any and all Impositions; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Impositions resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any defaulting Lender in failing to fund any portion of a Loan or any other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s Pro Rata Share of any costs or out of pocket expenses (including reasonable fees and expenses of attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the 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 or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of the Debtor. The undertaking in this Section 4.1.6 hereofshall survive the payment of all Obligations hereunder and the resignation or replacement of Agent. (h) Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with the Debtor and its Affiliates and any other Person party to this Agreement as though Agent were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group. If The other members of the Lender Group acknowledge that, pursuant to such activities, Agent or its Affiliates may receive information regarding the Debtor or its Affiliates and any Grantor fails other Person party to provide this Agreement that is subject to confidentiality obligations in favor of the Debtor or such other Person and that prohibit the disclosure of such information to the Collateral Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent about such changes on a timely basiswill use its reasonable best efforts to obtain), the Collateral Agent shall not be liable or responsible under any obligation to any party for any failure provide such information to maintain a perfected security interest in such Grantor’s property constituting Collateral, for which the Collateral Agent needed to have information relating to such changesthem. The Collateral terms “Lender” and “Lenders” include Agent shall have no duty to inquire about such changes if any Grantor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by any Grantorin its individual capacity.