Common use of Agency Clause in Contracts

Agency. (a) Lenders hereby irrevocably appoint [●] to act on their behalf as Agent hxxxxxxxx and under the other Loan Documents and authorize Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created by the Loan Documents. (b) Lenders agree to indemnify Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations and all other amounts payable hereunder.

Agency. (a) Each of the Lenders and the Issuing Banks hereby irrevocably appoint [●] to act on their behalf appoints the Administrative Agent as Agent hxxxxxxxx its agent and under authorizes the other Loan Documents and authorize 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 or thereofhereof, 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 or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not the Administrative Agent, includingand such bank and its Affiliates may accept deposits from, without limitationlend 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) the Administrative Agent shall not be subject to act any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent 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 as administrative agent directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and collateral agent (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as 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 such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of 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) to maintainany statement, warranty or representation made in accordance or in connection with its customary business practicesthis Agreement, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to execute the contents of any certificate, report or file any and all financing other document delivered hereunder or similar statements or noticesin connection herewith, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to this Agreement or any other Loan Document; (iii) to perform, exercise, and enforce the performance or observance of any and all other rights and remedies of the Lenders with respect to covenants, agreements or other terms or conditions set forth herein, (iv) the Borrowervalidity, the obligationsenforceability, effectiveness or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms genuineness of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary agreement, instrument or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement document, or any other Loan Document; and (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to act confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The 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 Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with respect to all Collateral under legal counsel (who may be counsel for the Loan DocumentsBorrower), including independent accountants and other experts selected by it, and shall not be liable for purposes any action taken or not taken by it in accordance with the advice of acquiringany such counsel, holding and enforcing accountants or experts. The Administrative Agent may perform any and all Liens 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 the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as 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 time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor from among the Lenders. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on Collateral granted behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by Bxxxxxxx a successor, such successor shall succeed to secure and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring 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 Administrative Agent. If the obligations created by Administrative Agent becomes a Defaulting Lender hereunder, the Loan Documents. (b) Lenders agree to indemnify Borrower may remove the Administrative Agent in its capacity as Administrative Agent hereunder by notifying the Administrative Agent, the Lenders and the Issuing Bank. Upon such notification, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor from among the Lenders. None of the Joint Lead Arrangers, Syndication Agent or Co-Documentation Agents shall have any duties, responsibilities or liabilities under this Agreement and the other Loan Documents other than the duties, responsibilities and liabilities assigned to such entities in their capacities as Lenders (to the extent not reimbursed by Bxxxxxxx or Issuing Banks, if applicable) hereunder. Each Lender acknowledges that it has, independently and without limiting reliance upon the obligation of Borrower Administrative 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 do so)enter into this Agreement. Each Lender also acknowledges that it will, according independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to their respective Applicable Percentages (time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to this Agreement, or delivering its signature page to an Assignment and Assumption or any other Loan Documents Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or any documents contemplated be approved by or referred to herein or therein satisfactory to, the Administrative Agent or the transactions contemplated hereby or thereby or any action taken or omitted Lenders on the Revolving Effective Date that has been made available by the Administrative Agent under or in connection with any of to the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations and all other amounts payable hereunderLenders.

Agency. (a) 3.1 The Lenders hereby irrevocably appoint [●] and authorize the Agent to act on as their behalf as Agent hxxxxxxxx agent under the Loan Agreement, the Security Agreement, the Mortgage and under each of the other Loan Documents Documents, and authorize the Agent hereby accepts such appointment and authorization. Each of the Lenders and any subsequent holder of the Amended and Restated Notes by its acceptance thereof, irrevocably authorizes the Agent to execute and take such actions action on its behalf under the provisions of the Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to the Agent by the terms hereof or thereof, together with and thereof and such actions and powers as are reasonably incidental thereto, including. The Agent is hereby expressly authorized on behalf of the Lenders, without limitationlimiting any implied authority, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers execute any and records reflecting the Lenders and the status all Loan Documents on behalf of the Collateral and related matters; Lenders, except where Lenders are parties thereto, (ii) to execute or file any and distribute to each Lender copies of all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices agreements and other written agreements with respect to this material as provided for in the Loan Agreement, the Security Agreement or any in the other Loan Document; Documents, (iii) to perform, exercise, hold and enforce apply any and all other Collateral, and the proceeds thereof, on behalf of the Lenders on a pari passu basis, subject to the terms of and rights set forth in the Intercreditor Agreement, (iv) to exercise any and all rights, powers and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, (v) to execute and deliver and file and possess instruments and documents, including without limitation financing statements, financing statement amendments and continuation statements, on behalf of any or all of the Lenders; and (vi) in the event of any acceleration of the Loan or any amounts due under the Amended and Restated Notes, to use its best efforts to sell or otherwise liquidate or dispose of the Collateral and otherwise exercise the rights of the Lenders under the Loan Agreement, the Security Agreement and the Mortgage. 3.2 Each Lender agrees (a) to reimburse the Agent in the amount of such Lender's pro rata share based on its percentage of the outstanding principal amount of the Loan for purposes any expenses incurred by the Agent for the benefit of acquiringthe Lenders, holding including counsel fees and enforcing any compensation of agents and employees, and all Liens other amounts paid by the Agent respectively, for services rendered on Collateral granted by Bxxxxxxx to secure any behalf of the obligations created by the Loan Documents. Lenders and (b) Lenders agree to indemnify and hold harmless the Agent and any of its directors, officers, employees or agents, on demand, in the amount of its capacity as such (to the extent not reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17pro rata share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that which may at any time be imposed on, incurred by or asserted against it in its capacity as the Agent or any of its directors, officers, employees or agents in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent or any of its directors, officers, employees or agents under the Loan Documents, to the extent not reimbursed by the Borrower; provided, however, that no Lender shall be liable to the Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgment, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Agent, or any of its directors, officers, employees or agents. 3.3 Neither the Agent nor any of its officers, directors, employees or agents will be liable to the Lenders for any action taken or omitted hereunder or in connection herewith or in connection with any document or instrument now or hereafter executed in connection herewith unless caused by its gross negligence or willful misconduct. The Agent will not be responsible for any recitals, warranties or representations in the Loan Agreement, the Mortgage or any other Loan Document. The Lenders acknowledge that they have reviewed the Loan Agreement, the Amended and Restated Notes, the Security Agreement, the Mortgage and all of the foregoing; other Loan Documents and are fully aware of the terms hereof and thereof. The agreements Agent may execute any of its duties by or through agents or employees and will be entitled to advice of counsel, accountants or other professionals of its selection concerning all matters pertaining to the Loan Documents and its duties hereunder and thereunder. The Agent will be entitled to rely upon any writing or other document, telegram or telephone conversation believed by it to have been signed, sent or made by the proper person or persons and, in respect of legal matters, upon the advice of counsel selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under the Loan Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of all the Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of all the Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Amended and Restated Notes. 3.4 Each Lender acknowledges that the Agent has not made any representation or warranty to it and that no act taken by the Agent will be deemed to constitute a representation or warranty by the Agent to any Lender. Each Lender further acknowledges that it has taken and will continue to take such action and to make such investigation as it deems necessary to inform itself of the affairs of the Borrower and that it has made and will continue to make its own independent investigation of the creditworthiness and the business and operations of the Borrower. In making an advance hereunder, each Lender represents that it has not relied and will not rely upon any information or representations furnished or given by the Agent. The Agent will be under no duty or responsibility to the Lenders to ascertain or to inquire into the performance or observance by the Borrower of any of the provisions of this Agreement or any document or instrument now or hereafter executed in connection herewith. The Agent will not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower or any affiliate thereof which may come into the possession of the Agent. The Lenders understand and agree that the Agent will not be deemed to have knowledge of the existence, occurrence or continuance of any event of default under any of the Loan Documents, unless the officers of the Agent immediately responsible for matters concerning this Agreement will have actual knowledge of such occurrence or will have been notified in writing by any Lender or Borrower that the Lender or the Borrower, as applicable, considers that such event of default has occurred and is continuing and specifying the nature thereof. 3.5 Upon the occurrence and during the continuation of an Event of Default (as defined in the Loan Agreement), and following a declaration by a Lender that a Amended and Restated Note is due and payable, the Agent upon the request of the Lender, will proceed to enforce the rights of the Lender under the Amended and Restated Note by such proceedings as the Agent may deem appropriate, whether at law or in equity. The Agent, on behalf of all the Lenders, will hold in accordance with the Loan Agreement, the Security Agreement and the Mortgage, subject to the provisions of the Intercreditor Agreement, all items of Collateral received or held by the Agent. Subject to the Agent's rights to reimbursement for its costs and expenses hereunder and, subject to the provisions of the Intercreditor Agreement, each Lender will have an interest in any Collateral in the same proportions that the aggregate outstanding principal obligations owed such Lender pursuant to the Loan Agreement bear to the aggregate outstanding principal obligations owed to all the Lenders, without priority or preference among the Lenders. 3.6 The Agent, in all cases, will be fully protected in acting, or in refraining from acting, hereunder or in connection with any other documents or instruments now or hereafter executed in connection herewith in accordance with written instructions of the Lenders. 3.7 Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Lenders will have the right to appoint a successor Agent. If no successor Agent will have been so appointed by the Lenders and will have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent will be discharged from its duties and obligations hereunder and under the Loan Documents. After any Agent's resignation hereunder, the provisions of this Section shall survive the payment 3 will continue in effect for its benefit in respect of the Secured Obligations and all other amounts payable hereunderany actions taken or omitted to be taken by it while it was acting as Agent.

Agency. (a) Lenders Lender hereby irrevocably appoint [●] appoints Hercules Capital, Inc. to act on their its behalf as Agent hxxxxxxxx hereunder and under the other Loan Documents and authorize authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created by the Loan Documents. (b) Lenders agree Lender agrees to indemnify Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx Borrower and without limiting the obligation of Borrower to do so), according to their its respective Applicable Percentages Tranche I Term Loan Commitment and Tranche II Contingent Term Loan Commitment percentages (based upon the total outstanding Tranche I Term Loan Commitments and the Tranche II Contingent Term Loan Commitments) in effect on the date on which indemnification is sought under this Section 10.1711.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations Loans and all other amounts payable hereunder.

Agency. (a) Lenders Lender hereby irrevocably appoint [●] appoints Hercules Technology Growth Capital, Inc. to act on their its behalf as Agent hxxxxxxxx hereunder and under the other Loan Documents and authorize authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created by the Loan Documents. (b) Lenders agree Lender agrees to indemnify Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx Borrower and without limiting the obligation of Borrower to do so), according to their its respective Applicable Percentages Term Commitment percentages (based upon the total outstanding Term Loan Commitments) in effect on the date on which indemnification is sought under this Section 10.1711.7, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; . The agreements in this Section shall survive the payment of the Secured Obligations Loans and all other amounts payable hereunder. (c) The Person serving as 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 Agent and the term “Lender” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each such Person serving as Agent hereunder in its individual capacity. (d) Agent shall have no duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, Agent shall not: (i) be subject to any fiduciary or other implied duties, regardless of whether any default or any Event of Default has occurred and is continuing; (ii) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by Lender, provided that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable law; and (iii) except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and Agent shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by any Person serving as Agent or any of its Affiliates in any capacity. (e) Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of Lender or as Agent shall believe in good faith shall be necessary, under the circumstances or (ii) in the absence of its own gross negligence or willful misconduct. (f) Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Agent. (g) Agent may rely, and shall be fully protected in acting, or refraining to act, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Agent hereunder or under any Loan Documents in accordance therewith. Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Agent shall not be under any obligation to exercise any of the rights or powers granted to Agent by this Agreement, the Loan Agreement and the other Loan Documents at the request or direction of Lenders unless Agent shall have been provided by Lender with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or direction.

Agency. (a) Lenders Lender hereby irrevocably appoint [●] appoints Hercules Capital, Inc. to act on their its behalf as the Agent hxxxxxxxx hereunder and under the other Loan Documents and authorize authorizes the Agent to (i) take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Agent under such Loan Documents, (iii) act as agent of Lender for purposes of acquiring, holding, enforcing and perfecting all Liens granted by the Loan Parties on the Collateral to secure any of the Secured Obligations and (iv) exercise such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created by the Loan Documents. (b) Lenders agree Lender agrees to indemnify the Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx the Loan Parties and without limiting the obligation of Borrower the Loan Parties to do so), according to their its respective Applicable Percentages Term Commitment percentages (based upon the total outstanding Term Loan Commitments) in effect on the date on which indemnification is sought under this Section 10.1711.18, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; . The agreements in this Section shall survive the payment of the Secured Obligations Loans and all other amounts payable hereunder.

Agency. (a) Lenders hereby irrevocably appoint [●] No Agent shall be responsible or accountable to act on their behalf as Agent hxxxxxxxx and under the anyone, either by reason of its authentication of any Security or for any other Loan Documents and authorize Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereofreason whatsoever, together with such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the validity of this Agreement or of the Securities, the correctness of the recitals, if any, of the Corporation contained herein or in the Securities (except in the Fiscal Agent’s or a Paying Agent’s certificate of authentication and as set forth in the next succeeding sentence) or for any act taken by it, or for anything else whatever in connection with this Agreement or any other Loan Document; (iii) to performSecurity, exerciseexcept for its own negligence, bad faith or willful misconduct or that of its officers, employees or agents. Each Agent represents and warrants that this Agreement has been duly authorized, executed and delivered by, and enforce is a valid and binding agreement of, such Agent, but does not otherwise make any and all other rights and remedies representation as to the validity or sufficiency of this Agreement or of the Lenders Securities. In acting under this Agreement the Fiscal Agent and each Transfer Agent, Paying Agent or Registrar appointed pursuant to Section 2, 3 or 6 of this Agreement are acting solely as agents of the Corporation and do not assume any obligation or relationship of agency or trust for or with any of the owners or holders of the Securities, except that all funds held by the Fiscal Agent and the relevant Paying Agent for payment or principal of and any premium or interest on the Securities shall be held in trust by the Fiscal Agent or such Paying Agent, for the benefit of the owners or holders of the Securities entitled thereto, as the case may be, and applied as set forth herein and in the text of the Securities, but need not be segregated from other funds held except to the extent required by law. Any moneys paid by the Corporation to the Fiscal Agent or a Paying Agent for the payment of the principal of and any premium or interest on any Security of a Series, and remaining unclaimed at the end of two years after such principal, premium or interest shall have become due and payable (whether at the Stated Maturity (as defined in the text of such Securities), upon call for redemption or otherwise), shall then be repaid to the Corporation upon its written request as provided and in the manner set forth in the text of the Securities of such Series, and upon such repayment the aforesaid trust with respect to the Borrower, the obligations, or otherwise related to any Securities of same to the extent reasonably incidental to the exercise by such Agent Series shall terminate and all liability of the rights Fiscal Agent and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act all Paying Agents with respect to all Collateral under such moneys shall thereupon cease. To the Loan Documentsextent permitted by applicable law, including the Securities of each Series will become void unless presented for purposes payment within a period of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any ten (10) years following (i) the Stated Maturity (as defined in the text of the obligations created such Securities) or (ii) if payment in full has not been received by the Loan Documents. (b) Lenders agree Fiscal Agent or a Paying Agent on or prior to indemnify Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so)Stated Maturity, according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification notice is sought under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating given to or arising out of, this Agreement, any holders of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or Securities of such Series that payment in connection with any of the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations and all other amounts payable hereunderfull has been received.

Agency. (a) Lenders In order to expedite the transactions contemplated by this Agreement, the Agent is hereby appointed to act as Agent on behalf of the Lenders. Each of the Lenders, each assignee of any such Lender hereby irrevocably appoint [●] to act on their behalf as Agent hxxxxxxxx and under authorizes the other Loan Documents and authorize Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to the Agent by the terms and provisions hereof or thereofand of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto, including. The Agent is hereby expressly authorized by the Lenders, without limitationhereby limiting any implied authority, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting receive on behalf of the Lenders all payments of principal of and interest on the status Loans, and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of the Collateral and related matterseach payment so received; (ii) to execute or file give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which the Agent has actual knowledge acquired in connection with its agency hereunder; and (iii) to distribute to each Lender copies of all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices financial statements and other written agreements with respect materials delivered by the Borrower or its Subsidiaries pursuant to this Agreement or any the other Loan Document; (iii) Documents as received by the Agent. Without limiting the generality of the foregoing, the Agent is hereby expressly authorized to performrelease any security interest in any collateral, exercisein the event that such collateral, shall be sold, transferred or otherwise disposed of in a transaction permitted hereunder or contemplated by the Subordination Agreement, and enforce to execute any and all other rights and remedies of the Lenders documents (including releases) with respect to the Borrowercollateral and the rights of the secured parties with respect thereto, in each case as contemplated by and in accordance with the provisions of this Agreement, the obligationsSubordination Agreement and the other Loan Documents. (b) None of the Agent or any of its respective partners, members, managers, directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them except for its own gross negligence or willful misconduct, or otherwise related be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any other Person of any of same the terms, conditions, covenants or agreements contained in any Loan Document. The Agent shall not be responsible to the extent reasonably incidental to Lenders for the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Document; (iv) Documents, instruments or agreements. The Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Agent shall, in the absence of knowledge to incur the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and pay such fees necessary correct and to have been signed or appropriate for sent by the performance and fulfillment proper person or persons. None of the Agent or any of its functions and powers pursuant respective partners, members, managers, directors, officers, employees or agents shall have any responsibility to this Agreement the Borrower or any other Person on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrower or any guarantor of any of their respective obligations hereunder or under any other Loan Document; Document or in connection herewith or therewith. The Agent may execute any and (v) all duties hereunder by or through agents or employees and shall be entitled to act rely upon the advice of legal counsel selected by it with respect to all Collateral under the Loan Documents, including matters arising hereunder and shall not be liable for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created by the Loan Documents. (b) Lenders agree to indemnify Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted suffered in good faith by it in accordance with the advice of such counsel. (c) The Lenders hereby acknowledge that the Agent shall not be under or any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in connection with any of writing to do so by the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations and all other amounts payable hereunderRequired Lenders.

Agency. (a) Lenders hereby irrevocably appoint [●] Pxxx Xxxxxxxxxx to act on their behalf as Agent hxxxxxxxx hereunder and under the other Loan Documents and authorize Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx Borrower to secure any of the obligations created by the Loan Documents. (b) Lenders agree to indemnify Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations and all other amounts payable hereunder.

Agency. (a) Lenders Each Purchaser hereby designates Chardan Capital Markets, LLC to act as agent for such Purchaser under this Agreement, the Security Agreement and the other Related Agreements. Each Purchaser hereby irrevocably appoint [●] to act on their behalf as Agent hxxxxxxxx and under the other Loan Documents and authorize authorizes Agent to take such actions action on its behalf under the provisions of this Agreement, the Master Security Agreement and the other Related Agreements and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof or thereof, together with and thereof and such actions and other powers as are reasonably incidental theretothereto and Agent shall hold all Collateral, includingpayments of principal and interest, without limitationfees received pursuant to this Agreement, for the ratable benefit of Purchasers. Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement, Agent shall not be required to exercise any discretion or take any action, but shall be required to act as administrative agent or to refrain from acting (and collateral agent and (ishall be fully protected in so acting or refraining from acting) to maintain, in accordance with its customary business practices, ledgers and records reflecting upon the Lenders and the status instructions of the Collateral Purchasers, and related matterssuch instructions shall be binding; (ii) provided, however, that Agent shall not be required to execute take any action which exposes Agent to liability 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 which is contrary to this Agreement or any other Loan Document; (iii) the Related Agreements or applicable law unless Agent is furnished with an indemnification reasonably satisfactory to perform, exercise, and enforce any and all other rights and remedies of the Lenders Agent with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created by the Loan Documentsthereto. (b) Lenders agree to indemnify Agent shall have no duties or responsibilities except those expressly set forth in its capacity as such (to this Agreement and the extent not reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Related Agreements. Neither Agent in any way relating to or arising out of, this Agreement, nor any of the other Loan Documents its officers, directors, employees or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or agents shall be (i) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct, or (ii) responsible in any manner for any recitals, statements, representations or warranties made by Company or any officer thereof contained in this Agreement, or in any Related 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 with, this Agreement or any Related Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any Related Agreement or for any failure of the Company to perform its obligations hereunder. Agent shall not be under any obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any of the foregoing; agreements contained in, or conditions of, this Agreement or any Related Agreement, or to inspect the properties, books or records of the Company. The agreements duties of Agent shall be mechanical and administrative in nature. Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Purchaser and nothing in this Section Agreement, expressed or implied, is intended to or shall survive the payment be so construed as to impose upon Agent any obligations in respect of this Agreement except as expressly set forth herein. (c) Independently and without reliance upon Agent or any other Purchaser, each Purchaser has made and shall continue to make (A) its own independent investigation of the Secured Obligations financial condition and affairs of the Company, and (B) its own appraisal of the creditworthiness of the Company. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Purchaser with any credit or other information with respect thereto. Agent shall not be responsible to any Purchaser for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any Related Agreement, or of the financial condition of the Company, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes, the Related Agreements or the financial condition of the Company, or the existence of any Event of Default. (d) If Agent shall request instructions from Purchasers with respect to any act or action (including failure to act) in connection with this Agreement or any other Related Agreement, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Required Purchasers; and Agent shall not incur liability to any person or entity by reason of so refraining. Without limiting the foregoing, Purchasers shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders. (e) Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telecopier message, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the other amounts payable Related Agreements and its duties hereunder, upon the reasonable advice of counsel selected by it. Agent may employ agents and attorneys-in-fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care. (f) Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default hereunder, the Notes or under the other Related Agreements, unless Agent has received notice from a Purchaser or the Company referring to this Agreement or the other Related Agreements, describing such Event of Default and stating that such notice is a “notice of default.” In the event that Agent receives such a notice, Agent shall give notice thereof to the Purchasers. Agent shall take such action with respect to such Event of Default as shall be reasonably directed by the Required Purchasers; provided, that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable in the best interests of Purchasers.

Agency. (a) Each of the Lenders hereby irrevocably appoint [●] designates and appoints Renaissance Group as its Agent under this Agreement and authorizes the Agent to act take such action on their its behalf as Agent hxxxxxxxx under the provisions of this Agreement and under the other Loan Documents and authorize Agent to take such actions on its behalf the Subsidiary Documents and to exercise such powers as are delegated to Agent by the terms hereof set forth herein or thereoftherein, together with such actions and other powers as are reasonably reasonable incidental thereto. In performing its functions and duties under this Agreement, including, without limitation, to the Agent shall act solely as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrower. The Agent may perform any of its duties under this Agreement, or under the status other Loan Documents or the Subsidiary Documents, by or through its agents or employees. (b) The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, in the other Loan Documents or in the Subsidiary Documents. Except as expressly provided herein, the duties of the Collateral Agent shall be mechanical and related matters; (ii) to execute or file any administrative in nature. The Agent shall have and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements may use its sole discretion with respect to exercising or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement, the other Loan Documents and the Subsidiary Documents. The Agent shall not have by reason of this Agreement a fiduciary relationship with respect to the Lenders. Nothing in this Agreement, any of the other Loan Documents or any of the Subsidiary Documents, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Agreement, any of the other Loan Documents or any of the Subsidiary Documents except as expressly set forth herein or therein. If the Agent seeks the consent or approval of the Lenders to the taking or refraining from taking any action hereunder, the Agent shall send notice thereof to the Lenders. The Agent may employ agents, co-agents and attorneys-in-fact and shall not be responsible to the Lenders or Borrower, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. (c) Neither the Agent nor any of its officers, directors, employees or agents shall be liable to the Lenders for any action taken or omitted by it or any of them under this Agreement, any of the other Loan Documents or any of the Subsidiary Documents, or in connection herewith or therewith, except that no Person shall be relieved of any liability imposed by law, intentional tort or gross negligence. The Agent shall not be -------------------------------------------------------------------------------- 42 47 Agreement (Continued) -------------------------------------------------------------------------------- responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or for the execution, effectiveness, genuineness, validity, enforceability, collectability, or sufficiency of this Agreement, any of the other Loan Document; (iii) Documents or any of the Subsidiary Documents or any of the transactions contemplated thereby, or for the financial condition of any of Borrowers. The Agent shall not be required to performmake any inquiry concerning either the performance or observance of any of the terms, exerciseprovisions or conditions of this Agreement, and enforce any and all of the other rights and remedies Loan Documents or any of the Subsidiary Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent shall give the Lenders notice of any Default or Event of Default of which Agent has actual notice. The Agent may at any time request instructions from the Lenders with respect to the Borrower, the obligations, any actions or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent approvals which by the terms of this Agreement Agreement, of any of the other Loan Documents or of any of the Subsidiary Documents the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Loan Documents or any of the Subsidiary Documents until it shall have received such instructions from the Lenders. Without limiting the foregoing, the Lenders shall not have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement, any of the other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement Documents or any of the Subsidiary Documents in accordance with the instructions of the Lenders. (d) The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other Loan Document; documents or any telephone message believed by it in good faith to be genuine and (v) correct and to act have been signed, sent or made by the proper Person, and with respect to all Collateral under the Loan Documentsmatters pertaining to this Agreement, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created other Loan Documents or any of the Subsidiary Documents and its duties hereunder or thereunder, upon advice of counsel selected by the Loan Documentsit. (be) Lenders agree to indemnify Agent in its capacity as such (to To the extent that the Agent is not reimbursed and indemnified by Bxxxxxxx Borrower, the Lenders will reimburse and without limiting indemnify the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from Agent for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses expenses, advances or disbursements of any kind or nature whatsoever that which may at any time be imposed on, incurred by or asserted against the Agent in any way relating to or arising out ofof this Agreement, any of the other Loan Documents, or any of the Subsidiary Documents or any action taken or omitted by the Agent under this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; Subsidiary Documents. The agreements in obligations of the Lenders under this Section indemnification provision shall survive the payment in full of the Secured Obligations Loans and all other amounts payable hereunderthe termination of this Agreement.

Agency. If any of the Obligations are held at any time by any party other than CapitalSource Finance LLC, then each Lender and its successors and assigns hereby (ai) Lenders hereby irrevocably appoint [●] designates and appoints CapitalSource Finance LLC, a Delaware limited liability company, and its successors and assigns (“CapitalSource”), to act on their behalf as Agent hxxxxxxxx agent and servicer for Lender and its successors and assigns under the this Agreement and all other Loan Documents and authorize Agent Documents, (ii) irrevocably authorizes CapitalSource to take such all actions on its behalf and to exercise such powers as are delegated to Agent by under the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status provisions of the Collateral and related matters; (ii) to execute or file any this Loan Agreement 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 Agreement or any other Loan Document; Documents, (iii) irrevocably authorizes CapitalSource to perform, exerciseexercise all such powers and rights, and enforce any to perform all such duties and all other rights obligations hereunder and remedies of the Lenders with respect to the Borrowerthereunder, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) irrevocably agrees not to incur and pay take any such fees necessary action or appropriate for the performance and fulfillment of exercise any such powers or rights individually or otherwise other than through CapitalSource in its functions and powers pursuant to this Agreement or any other Loan Document; capacity as agent hereunder and (v) agrees that any right to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created by the Loan Documents. (b) Lenders agree to indemnify Agent control or replace CapitalSource in its capacity as such (agent shall be exercised by at least a majority in interest of the holders of the Obligations. CapitalSource, on behalf of and for the pro rata benefit of each of the holders of the Obligations, shall hold all Collateral and receive all payments of principal and interest, fees, charges and collections received pursuant to the extent not reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from and against any Agreement and all liabilitiesother Loan Documents. Borrower acknowledges that each Lender and its successors and assigns transfers and assigns to CapitalSource the sole and exclusive right to act as Lender's agent, obligationsto hold, lossespossess and/or prefect security interests in all Collateral, damagesenforce all rights, penalties, actions, judgments, suits, costs, expenses or disbursements receive all payments and perform all obligations of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent each Lender contained herein and in any way relating to or arising out of, this Agreement, any all of the other Loan Documents Documents. Borrower shall within ten (10) Business Days after CapitalSource’s reasonable request, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, amendments, assignments, instructions or documents as CapitalSource may request to further evidence the appointment and designation of CapitalSource as agent for each Lender and any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any other holders of the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations and all other amounts payable hereunder.Obligations. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Agency. (a) Lenders hereby irrevocably appoint [●___] to act on their behalf as Agent hxxxxxxxx hereunder and under the other Loan Documents and authorize Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx Borrower to secure any of the obligations created by the Loan Documents. (b) Lenders agree to indemnify Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations and all other amounts payable hereunder.

Agency. (a) Lenders Lender hereby irrevocably appoint [●] designates and appoints Renaissance Group as its Agent under this Agreement and authorizes the Agent to act take such action on their its behalf as Agent hxxxxxxxx under the provisions of this Agreement and under the other Loan Documents and authorize Agent to take such actions on its behalf the Subsidiary Documents and to exercise such powers as are delegated to Agent by the terms hereof set forth herein or thereoftherein, together with such actions and other powers as are reasonably incidental thereto. In performing its functions and duties under this Agreement, includingthe Agent shall act solely as agent of the Lender and does not assume, without limitationand shall not be deemed to have assumed, to act as administrative agent and collateral agent and any obligation toward or relationship of agency or trust with or for Borrower. The Agent may perform any of its duties under this Agreement, or under the other Loan Documents or the Subsidiary Documents, by or through its agents or employees. (ib) to maintainThe Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, in accordance with its customary business practicesthe other Loan Documents or in the Subsidiary Documents. Except as expressly provided Agreement -------------------------------------------------------------------------------- herein, ledgers and records reflecting the Lenders and the status duties of the Collateral Agent shall be mechanical and related matters; (ii) to execute or file any administrative in nature. The Agent shall have, and all financing or similar statements or noticesmay use, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements its sole discretion with respect to exercising or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement or any Agreement, the other Loan Document; (iii) to performDocuments and the Subsidiary Documents. The Agent shall not have, exerciseby reason of this Agreement, and enforce any and all other rights and remedies of the Lenders a fiduciary relationship with respect to the Lender. Nothing in this Agreement, any of the other Loan Documents or any of the Subsidiary Documents, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Agreement, any of the other Loan Documents or any of the Subsidiary Documents except as expressly set forth herein or therein. If the Agent seeks the consent or approval of the Lender to the taking or refraining from taking any action hereunder, the Agent shall send notice thereof to the Lender. The Agent may employ agents, co-agents and attorneys-in-fact and shall not be responsible to the Lender or Borrower, except as to money or securities received by it or its authorized agents, for the obligationsnegligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. (c) Neither the Agent nor any of its officers, directors, employees or agents shall be liable to the Lender for any action taken or omitted by it or any of them under this Agreement, any of the other Loan Documents or any of the Subsidiary Documents, or otherwise related in connection herewith or therewith, except that no Person shall be relieved of any liability imposed by law, intentional tort or gross negligence. The Agent shall not be responsible to the Lender for any recitals, statements, representations or warranties contained in this Agreement or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement, any of the other Loan Documents or any of the Subsidiary Documents or any of the transactions contemplated thereby, or for the financial condition of Borrower or the Subsidiaries. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, any of the other Loan Documents or any of the Subsidiary Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent shall give the Lender notice of any Default or Event of Default of which Agent has actual notice. The Agent may, at any time, request instructions from the Lender with respect to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent actions or approvals which, by the terms of this Agreement Agreement, of any of the other Loan Documents or of any of the Subsidiary Documents, the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Loan Documents or any of the Subsidiary Documents until it shall have received such instructions from the Lender. Without limiting the foregoing, the Lender shall not have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement, any of the other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement Documents or any of the Subsidiary Documents in accordance with the instructions of the Lender. (d) The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other Loan Document; documents or any telephone message believed by it, in good faith, to be genuine and (v) correct and to act have been signed, sent or made by the proper Person, and with respect to all Collateral under the Loan Documentsmatters pertaining to this Agreement, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created other Loan Documents or any of the Subsidiary Documents and its duties hereunder or thereunder, upon advice of counsel selected by the Loan Documentsit. (be) Lenders agree to indemnify Agent in its capacity as such (to To the extent that the Agent is not reimbursed and indemnified by Bxxxxxxx Borrower, the Lender will reimburse and without limiting indemnify the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from Agent for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses expenses, advances or disbursements of any kind or nature whatsoever that which may at any time be imposed on, incurred by or asserted against the Agent in any way Agreement -------------------------------------------------------------------------------- relating to or arising out ofof this Agreement, any of the other Loan Documents, or any of the Subsidiary Documents or any action taken or omitted by the Agent under this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; Subsidiary Documents. The agreements in obligations of the Lender under this Section indemnification provision shall survive the payment in full of the Secured Obligations Loans and all other amounts payable hereunderthe termination of this Agreement.

Agency. (a) Each of the Lenders (in its capacities as a Lender), the Swingline Lender and each of the Issuing Banks hereby irrevocably appoint [●] to act on their behalf appoints the Administrative Agent as Agent hxxxxxxxx its agent and under authorizes the other Loan Documents and authorize 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 or thereofand the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except, includingin each case, as set forth in the sixth paragraph of this Article, the provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Borrower shall have rights as a third-party beneficiary of any of such provisions. (b) The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Borrower or any Subsidiary or #97249008v1998375113v7 other Affiliate thereof as if it were not the Administrative Agent hereunder and without limitationany duty to account therefor to the Lenders. (c) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: (a) shall not be subject to act any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as administrative agent directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2 or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and collateral agent (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as 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 (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders and as shall be necessary under the status of the Collateral and related matters; circumstances as provided in Section 9.2) or (ii) in the absence of its own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). The Administrative Agent shall be deemed not to execute have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Lead Borrower or file a Lender, and the Administrative Agent shall not be responsible for or have any and all financing duty to ascertain or similar statements inquire into (i) any statement, warranty or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements representation made in or in connection with respect to this Agreement or any other Loan Document; , (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to perform, exerciseconfirm receipt of items expressly required to be delivered to the Administrative Agent. (d) The Administrative Agent shall be entitled to rely upon, and enforce shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have #97249008v1998375113v7 been 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 Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for any Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (e) The Administrative Agent may perform any and all other of its duties and exercise its rights and remedies 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 the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. (f) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, (a) the Administrative Agent may resign at any time by giving 15 Business Days’ prior written notice to the Lenders, the Swingline Lender, the Issuing Banks and the Lead Borrower and (b) the Lead Borrower may remove the Administrative Agent at any time on and after the date that the Administrative Agent or any of its direct or indirect parent companies satisfies any provision of clause (d) of the definition of “Defaulting Lender”, by giving written notice to the Administrative Agent, each Lender, the Swingline Lender and each Issuing Bank. Any such resignation or removal hereunder shall also constitute the Administrative Agent’s resignation or removal as an Issuing Bank and Swingline Lender, in which case the resigning or removed Administrative Agent shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder, and shall maintain all of its rights as an Issuing Bank or Swingline Lender, as the case may be (as a Defaulting Lender, in the case of its removal pursuant to clause (b) above), with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. Upon any such removal, the Lead Borrower shall have the right to appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $200,000,000 with an office in New York, New York, or an Affiliate of any such commercial bank with an office in New York, New York. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a commercial bank having a combined capital and surplus of at least $200,000,000 with an office in New York, New York, or an Affiliate of any such commercial bank with an office in New York, New York; provided that, in the event that such successor or Administrative Agent appointed by the Required #97249008v1998375113v7 Lenders is not Citibank or any of its Affiliates, and so long as no Event of Default shall have occurred and be continuing, the Lead Borrower shall have the right to approve such successor Administrative Agent (such approval not to be unreasonably withheld or delayed). If, following the resignation of the Administrative Agent, no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders with respect to and the BorrowerIssuing Xxxxx, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that, in the event that such successor Administrative Agent appointed by the resigning Administrative Agent is not Citibank or any of its Affiliates, and so long as no Event of Default shall have occurred and be continuing, the obligations, Lead Borrower shall have the right to approve such successor Administrative Agent (such approval not to be unreasonably withheld or otherwise related to any of same to delayed). Upon the extent reasonably incidental to the exercise by such Agent removal of the rights and remedies specifically authorized to be exercised by such Administrative Agent by the terms Lead Borrower as provided above, or upon the resignation effective date established in the Administrative Agent’s resignation notice and regardless of this Agreement whether a successor Administrative Agent has been appointed and accepted such appointment, (i) the removed or any retiring Administrative Agent’s resignation or removal shall nevertheless become effective and the removed or retiring Administrative Agent shall be discharged from its duties and obligations hereunder or under the other Loan Document; Documents (ivif not already discharged therefrom as provided above in this Article) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (vii) except for amount owed or otherwise payable from time to act with respect time to all Collateral the retiring Administrative Agent under the Loan Documents, including all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as a successor Administrative Agent is appointed in accordance with the terms of this paragraph. The fees payable by Holdings or the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.3 shall continue in effect for purposes the benefit of acquiringsuch retiring Administrative Agent, holding its sub-agents and enforcing their respective Related Parties in respect of any and all Liens on Collateral granted actions taken or omitted to be taken by Bxxxxxxx to secure any of them while it was acting as Administrative Agent. Upon the obligations created acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the Loan Documentsrights, powers, privileges and duties of the removed, retiring or retired Administrative Agent. (bg) Lenders agree In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to indemnify any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan, any reimbursement obligation in its capacity respect of any LC Disbursement or any Cash Collateral Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (x) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, any reimbursement obligation in respect of any LC #97249008v1998375113v7 Disbursement, any Cash Collateral Obligation and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Section 2.11 and 9.3) allowed in such judicial proceeding; and (y) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the extent not reimbursed by Bxxxxxxx Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Bank, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 2.11 and 9.3. (h) Each Lender acknowledges that it has, independently and without limiting reliance upon the obligation Administrative Agent or any other Lender or any of Borrower their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to do so)enter into this Agreement. Each Lender also acknowledges that it will, according independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to their respective Applicable Percentages (time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. (i) Anything herein to the contrary notwithstanding, the Arrangers, and each Syndication Agent shall not have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents Documents, except in their respective capacities, as applicable, as the Administrative Agent or a Lender hereunder. (j) The Lenders irrevocably authorize (i) any documents Guarantor to be released from its obligations under any Guaranty as contemplated by or referred Section 9.17 and (ii) the Administrative Agent to herein or therein or acknowledge the transactions contemplated hereby or thereby or release of such Guarantor from its obligations under such Guaranty and take any action taken or omitted by Agent under or other actions in connection therewith, in each case in accordance with Section 9.17. Upon request by the Administrative Agent at any of time, the foregoing; The agreements Required Xxxxxxx will reaffirm in this Section shall survive writing the payment of authorization granted in the Secured Obligations and all other amounts payable hereunderimmediately preceding sentence.

Agency. (a) Lenders Each Lender hereby irrevocably appoint [●] appoints U.S. Bank National Association to act on their its behalf as Agent hxxxxxxxx hereunder and under the other Loan Documents (in its respective capacities as Administrative Agent and authorize Collateral Agent, as applicable) and authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. For the avoidance of doubt, including, without limitation, each Lender hereby authorizes and directs Agent to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting enter into the Lenders and the status of the Collateral and related matters; (ii) to execute Account Control Agreement set forth on Schedule 4.1 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act Account Control Agreements with respect to all Collateral under the Loan DocumentsDeposit Accounts and any accounts where Investment Property is maintained, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted as required by Bxxxxxxx to secure any of the obligations created by the Loan DocumentsSection 7.12 hereof. (b) Lenders agree Each Lender agrees to indemnify Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx the Loan Parties and without limiting the obligation of Borrower the Loan Parties to do so), according to their respective Applicable Percentages its aggregate percentage of the total Term Commitments plus outstanding Term Loan Advances (based upon the total outstanding CommitmentsTerm Commitments plus total outstanding Term Loan Advances) in effect on the date on which indemnification is sought under this Section 10.1711.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; , including the enforcement of this provision and including, without limitation any obligation of reimbursement or indemnity under the Account Control Agreements. The agreements in this Section shall survive the resignation or replacement of the Agent, the payment of the Secured Obligations Loans and all other amounts payable hereunder, the resignation or replacement of any Agent and the termination of this Agreement.

Agency. (a) Lenders Lender hereby irrevocably appoint [●] appoints JGB Collateral LLC to act on their its behalf as Agent hxxxxxxxx hereunder and under the other Loan Documents and authorize authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx Borrower to secure any of the obligations created by the Loan Documents. (b) Lenders agree Xxxxxx agrees to indemnify Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx Xxxxxxxx and without limiting the obligation of Borrower to do so), according to their its respective Applicable Percentages Term Commitment percentages (based upon the total outstanding Term Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations Term Loan Advances and all other amounts payable hereunder.

Agency. (a) Lenders hereby irrevocably appoint [●] Pxxx Xxxxxxxxxx to act on their behalf as Agent hxxxxxxxx hereunder and under the other Loan Documents and authorize Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx Borrower to secure any of the obligations created by the Loan Documents. (b) Lenders agree to indemnify Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.1711.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations and all other amounts payable hereunder.

Agency. (a) Each of the Lenders hereby irrevocably appoint [●] to act on their behalf appoints the Administrative Agent as Agent hxxxxxxxx its agent and under authorizes the other Loan Documents and authorize 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 or thereofhereof, together with such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders . Except with respect to the Borrowerlast paragraph of this Article, the obligationsprovisions of this Article are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. Any Agent 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 an Agent hereunder, and the term “Lender” or “Lenders” shall, unless otherwise related expressly indicated or unless the context otherwise requires, include the Person serving as such Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of same whether a Default has occurred and is continuing (it being understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, but instead is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Administrative Agent 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 such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the extent reasonably incidental Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Neither the Administrative Agent nor any of its officers, directors, partners, employees or agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Administrative Agent by the Borrower or a Lender, and the Agents and their respective Related Parties 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) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary agreement, instrument or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement document, or any other Loan Document; and (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than (in the case of the Administrative Agent) to act confirm receipt of items expressly required to be delivered to the Administrative Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with respect to all Collateral under legal counsel (who may be counsel for the Loan DocumentsBorrower), including independent accountants and other experts selected by it, and shall not be liable for purposes any action taken or not taken by it in accordance with the advice of acquiringany such counsel, holding and enforcing accountants or experts. The Administrative Agent may perform any and all Liens on Collateral granted its duties and exercise its rights and powers by Bxxxxxxx to secure 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 the obligations created by preceding paragraphs shall apply to any such sub-agent and to the Loan Documents. (b) Lenders agree Related Parties of the Administrative Agent and any such sub-agent, and shall apply to indemnify their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent in its capacity as such (shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. Each Lender, in proportion to its pro rata share of the Loans, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so)any Loan Party, according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever that which may at any time be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or otherwise in its capacity as such Agent in any way relating to or arising out ofof this Agreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share thereof; provided, further, that this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. The Administrative Agent may resign at any time by giving at least 30 days prior notice to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the effective date stated therein, whereupon (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent may (but shall not be obligated to) continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring 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 the retiring Administrative Agent was acting as Administrative Agent. Each Lender represents and warrants that it has, independently and without reliance upon the Administrative 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. Each Lender also represents and warrants that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent allowed in such judicial proceeding and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 9.03. None of the Agents (other than the Administrative Agent) identified on the cover page or signature pages of this Agreement shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Loan Documents Documents, except in its capacity as a Lender hereunder. Without limiting any other provision of this Article, none of such Agents in their respective capacities as such shall have or be deemed to have any fiduciary relationship with any Lender or any documents contemplated other Person by or referred to herein or therein or the transactions contemplated hereby or thereby reason of this Agreement or any action taken other Loan Document. The foregoing provisions of this Article VIII shall be applicable mutatis mutandis to the Pledgee. Without limiting the foregoing, if any collateral under any Pledge Agreement or omitted by Agent under any Subsidiary is sold, transferred or otherwise disposed of in connection with any a transaction permitted hereunder (excluding sales to the Borrower or a Subsidiary thereof) then (a) as and to the extent provided in the Pledge Agreement, such collateral shall be sold free and clear of the Liens created by the Pledge Agreement and (b) in the case of such a sale, transfer or other disposition of a Guarantor, such Guarantor and its subsidiaries shall be released from the Subsidiary Guaranty and, in each case, the Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations and all other amounts payable hereunder.

Agency. (a) Lenders hereby irrevocably appoint [●] Pxxx Xxxxxxxxxx to act on their behalf as Agent hxxxxxxxx hereunder and under the other Loan Documents and authorize Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iiiDocument;(iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx Borrower to secure any of the obligations created by the Loan Documents. (b) Lenders agree to indemnify Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations and all other amounts payable hereunder.

Agency. (a) 3.1 The Lenders hereby irrevocably appoint [●] and authorize the Agent to act on as their behalf as Agent hxxxxxxxx agent under the Loan Agreement, the Security Agreement, the Mortgage and under each of the other Loan Documents Documents, and authorize the Agent hereby accepts such appointment and authorization. Each of the Lenders and any subsequent holder of the Amended and Restated Notes by its acceptance thereof, irrevocably authorizes the Agent to execute and take such actions action on its behalf under the provisions of the Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to the Agent by the terms hereof or thereof, together with and thereof and such actions and powers as are reasonably incidental thereto, including. The Agent is hereby expressly authorized on behalf of the Lenders, without limitationlimiting any implied authority, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers execute any and records reflecting the Lenders and the status all Loan Documents on behalf of the Collateral and related matters; Lenders, except where Lenders are parties thereto, (ii) to execute or file any and distribute to each Lender copies of all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices agreements and other written agreements with respect to this material as provided for in the Loan Agreement, the Security Agreement or any in the other Loan Document; Documents, (iii) to perform, exercise, hold and enforce apply any and all other Collateral, and the proceeds thereof, on behalf of the Lenders on a pari passu basis, subject to the terms of and rights set forth in the Intercreditor Agreement, (iv) to exercise any and all rights, powers and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, (v) to execute and deliver and file and possess instruments and documents, including without limitation financing statements, financing statement amendments and continuation statements, on behalf of any or all of the Lenders; and (vi) in the event of any acceleration of the Loan or any amounts due under the Amended and Restated Notes, to use its best efforts to sell or otherwise liquidate or dispose of the Collateral and otherwise exercise the rights of the Lenders under the Loan Agreement, the Security Agreement and the Mortgage. 3.2 Each Lender agrees (a) to reimburse the Agent in the amount of such Lender's pro rata share based on its percentage of the outstanding principal amount of the Loan for purposes any expenses incurred by the Agent for the benefit of acquiringthe Lenders, holding including counsel fees and enforcing any compensation of agents and employees, and all Liens other amounts paid by the Agent respectively, for services rendered on Collateral granted by Bxxxxxxx to secure any behalf of the obligations created by the Loan Documents. Lenders and (b) Lenders agree to indemnify and hold harmless the Agent and any of its directors, officers, employees or agents, on demand, in the amount of its capacity as such (to the extent not reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17pro rata share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that which may at any time be imposed on, incurred by or asserted against it in its capacity as the Agent or any of its directors, officers, employees or agents in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent or any of its directors, officers, employees or agents under the Loan Documents, to the extent not reimbursed by the Borrower; provided, however, that no Lender shall be liable to the Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgment, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Agent, or any of its directors, officers, employees or agents. 3.3 Neither the Agent nor any of its officers, directors, employees or agents will be liable to the Lenders for any action taken or omitted hereunder or in connection herewith or in connection with any document or instrument now or hereafter executed in connection herewith unless caused by its gross negligence or willful misconduct. The Agent will not be responsible for any recitals, warranties or representations in the Loan Agreement, the Mortgage or any other Loan Document. The Lenders acknowledge that they have reviewed the Loan Agreement, the Amended and Restated Notes, the Security Agreement, the Mortgage and all of the foregoing; other Loan Documents and are fully aware of the terms hereof and thereof. The agreements Agent may execute any of its duties by or through agents or employees and will be entitled to advice of counsel, accountants or other professionals of its selection concerning all matters pertaining to the Loan Documents and its duties hereunder and thereunder. The Agent will be entitled to rely upon any writing or other document, telegram or telephone conversation believed by it to have been signed, sent or made by the proper person or persons and, in respect of legal matters, upon the advice of counsel selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under the Loan Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of all the Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of all the Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Amended and Restated Notes. 3.4 Each Lender acknowledges that the Agent has not made any representation or warranty to it and that no act taken by the Agent will be deemed to constitute a representation or warranty by the Agent to any Lender. Each Lender further acknowledges that it has taken and will continue to take such action and to make such investigation as it deems necessary to inform itself of the affairs of the Borrower and that it has made and will continue to make its own independent investigation of the creditworthiness and the business and operations of the Borrower. In making an advance hereunder, each Lender represents that it has not relied and will not rely upon any information or representations furnished or given by the Agent. The Agent will be under no duty or responsibility to the Lenders to ascertain or to inquire into the performance or observance by the Borrower of any of the provisions of this Agreement or any document or instrument now or hereafter executed in connection herewith. The Agent will not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower or any affiliate thereof which may come into the possession of the Agent. The Lenders understand and agree that the Agent will not be deemed to have knowledge of the existence, occurrence or continuance of any event of default under any of the Loan Documents, unless the officers of the Agent immediately responsible for matters concerning this Agreement will have actual knowledge of such occurrence or will have been notified in writing by any Lender or Borrower that the Lender or the Borrower, as applicable, considers that such event of default has occurred and is continuing and specifying the nature thereof. 3.5 Upon the occurrence and during the continuation of an Event of Default (as defined in the Loan Agreement), and following a declaration by a Lender that a Amended and Restated Note is due and payable, the Agent upon the request of the Lender, will proceed to enforce the rights of the Lender under the Amended and Restated Note by such proceedings as the Agent may deem appropriate, whether at law or in equity. The Agent, on behalf of all the Lenders, will hold in accordance with the Loan Agreement, the Security Agreement and the Mortgage, subject to the provisions of the Intercreditor Agreement, all items of Collateral received or held by the Agent. Subject to the Agent's rights to reimbursement for its costs and expenses hereunder and, subject to the provisions of the Intercreditor Agreement, each Lender will have an interest in any Collateral in the same proportions that the aggregate outstanding principal obligations owed such Lender pursuant to the Loan Agreement bear to the aggregate outstanding principal obligations owed to all the Lenders, without priority or preference among the Lenders. 3.6 The Agent, in all cases, will be fully protected in acting, or in refraining from acting, hereunder or in connection with any other documents or instruments now or hereafter executed in connection herewith in accordance with written instructions of the Lenders. 3.7 Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Lenders will have the right to appoint a successor Agent. If no successor Agent will have been so appointed by the Lenders and will have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent will be discharged from its duties and obligations hereunder and under the Loan Documents. After any Agent's resignation hereunder, the provisions of this Section shall survive the payment 3 will continue in effect for its benefit in respect of the Secured Obligations and all other amounts payable hereunderany actions taken or omitted to be taken by it while it was acting as Agent.

Agency. (a) Each of the Lenders hereby irrevocably appoint [●] appoints the Administrative Agent and the Collateral Agent (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to act on their behalf collectively as Agent hxxxxxxxx the “Agents”) as its agent and under authorizes the other Loan Documents and authorize Agent Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof or thereofof the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, includingthe Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto, without limitationas contemplated by and in accordance with the provisions of this Agreement and the Security Documents. The institution serving as the Administrative Agent and/or the Collateral 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 an Agent, and such institution and its Affiliates may accept deposits from, lend money to act and generally engage in any kind of business with Holdings, the Borrower or any other Subsidiary or other Affiliate thereof as administrative agent if it were not an Agent hereunder. Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and collateral agent is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders or Secured Parties as shall be necessary under the circumstances as provided in Section 9.08), and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the other Subsidiaries that is communicated to or obtained by the institution serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders or Secured Parties as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its own gross negligence or willful misconduct. Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by Holdings, the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to maintainconfirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for Holdings or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may perform any and all its customary business practicesduties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, ledgers and records reflecting shall apply to their respective activities in connection with the syndication of the Credit Facilities as well as activities as Agent. Subject to the provisions below, either Agent may resign at any time by notifying the Lenders and the status Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be an institution with an office in New York, New York, or an Affiliate of any such institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given by such Agent, such resignation shall become effective and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent. Each Lender acknowledges that it has, independently and without reliance upon the Agents 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. Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related matters; agreement or any document furnished hereunder or thereunder. Each Lender acknowledges that Eligible Assignees hereunder may be Affiliate Lenders and that Affiliate Lenders may acquire (iiincluding pursuant to privately negotiated transactions with one or more Lenders that are not made available for participation to all Lenders or all Lenders of a particular Class) Loans and Commitments hereunder from Lenders from time to execute time, subject to the restrictions set forth herein. Each Lender agrees that the Administrative Agent shall not be responsible for or file have any duty to ascertain or inquire as to whether any Affiliate Lender intends to acquire or has acquired any Loan or Commitment or as to whether any Lender is at any time an Affiliate Lender and all financing that, unless the Administrative Agent shall have received, pursuant to the covenants of such Lender set forth herein or in the Assignment and Acceptance pursuant to which such Lender shall have acquired any Loan or Commitment hereunder, prior written notice from any Lender that such Lender is an Affiliate Lender, the Administrative Agent may deal with such Lender (including for purposes of determining the consent, approval, vote or other similar statements action of the Lenders or noticesthe Lenders of any Class), amendmentsand shall not incur any liability for so doing, renewalsas if such Lender were not an Affiliate Lender. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, supplementseach of the Persons named on the cover page hereof as Joint Bookrunner or Joint Lead Arranger is named as such for recognition purposes only, documentsand in its capacity as such shall have no duties, instruments, proofs of claim, notices and other written agreements responsibilities or liabilities with respect to this Agreement or any other Loan Document; (iii) it being understood and agreed that each such Person and its Affiliates shall be entitled to perform, exercise, all indemnification and enforce any and all other reimbursement rights and remedies in favor of the Lenders with respect to Agents provided herein and in the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent other Loan Documents. Without limitation of the rights and remedies specifically authorized to be exercised foregoing, no such Person, in its capacity as Joint Bookrunner or Joint Lead Arranger shall, by such Agent by the terms reason of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment , have any fiduciary relationship in respect of its functions and powers pursuant to this Agreement any Lender, Loan Party or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created by the Loan DocumentsPerson. (b) Lenders agree to indemnify Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations and all other amounts payable hereunder.

Agency. (a) Each of the Lenders (in its capacities as a Lender), the Swingline Lender and each of the Issuing Banks hereby irrevocably appoint [●] to act on their behalf appoints the Administrative Agent as Agent hxxxxxxxx its agent and under authorizes the other Loan Documents and authorize 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 or thereofand the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Except, includingin each case, as set forth in the sixth paragraph of this Article, the provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Borrower shall have rights as a third-party beneficiary of any of such provisions. (b) The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder and without limitationany duty to account therefor to the Lenders. (c) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: (a) shall not be subject to act any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as administrative agent directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2 or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and collateral agent (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as 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 (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders and as shall be necessary under the status of the Collateral and related matters; circumstances as provided in Section 9.2) or (ii) in the absence of its own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). The Administrative Agent shall be deemed not to execute have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Lead Borrower or file a Lender, and the Administrative Agent shall not be responsible for or have any and all financing duty to ascertain or similar statements inquire into (i) any statement, warranty or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements representation made in or in connection with respect to this Agreement or any other Loan Document; , (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to perform, exerciseconfirm receipt of items expressly required to be delivered to the Administrative Agent. (d) The Administrative Agent shall be entitled to rely upon, and enforce shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been 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 Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for any Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (e) The Administrative Agent may perform any and all other of its duties and exercise its rights and remedies 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 the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. (f) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, (a) the Administrative Agent may resign at any time by giving 15 Business Days’ prior written notice to the Lenders, the Swingline Lender, the Issuing Banks and the Lead Borrower and (b) the Lead Borrower may remove the Administrative Agent at any time on and after the date that the Administrative Agent or any of its direct or indirect parent companies satisfies any provision of clause (d) of the definition of “Defaulting Lender”, by giving written notice to the Administrative Agent, each Lender, the Swingline Lender and each Issuing Bank. Any such resignation or removal hereunder shall also constitute the Administrative Agent’s resignation or removal as an Issuing Bank and Swingline Lender, in which case the resigning or removed Administrative Agent shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder, and shall maintain all of its rights as an Issuing Bank or Swingline Lender, as the case may be (as a Defaulting Lender, in the case of its removal pursuant to clause (b) above), with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. Upon any such removal, the Lead Borrower shall have the right to appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $200,000,000 with an office in New York, New York, or an Affiliate of any such commercial bank with an office in New York, New York. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a commercial bank having a combined capital and surplus of at least $200,000,000 with an office in New York, New York, or an Affiliate of any such commercial bank with an office in New York, New York; provided that, in the event that such successor or Administrative Agent appointed by the Required Lenders is not Citibank or any of its Affiliates, and so long as no Event of Default shall have occurred and be continuing, the Lead Borrower shall have the right to approve such successor Administrative Agent (such approval not to be unreasonably withheld or delayed). If, following the resignation of the Administrative Agent, no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders with respect to and the BorrowerIssuing Bxxxx, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that, in the event that such successor Administrative Agent appointed by the resigning Administrative Agent is not Citibank or any of its Affiliates, and so long as no Event of Default shall have occurred and be continuing, the obligations, Lead Borrower shall have the right to approve such successor Administrative Agent (such approval not to be unreasonably withheld or otherwise related to any of same to delayed). Upon the extent reasonably incidental to the exercise by such Agent removal of the rights and remedies specifically authorized to be exercised by such Administrative Agent by the terms Lead Borrower as provided above, or upon the resignation effective date established in the Administrative Agent’s resignation notice and regardless of this Agreement whether a successor Administrative Agent has been appointed and accepted such appointment, (i) the removed or any retiring Administrative Agent’s resignation or removal shall nevertheless become effective and the removed or retiring Administrative Agent shall be discharged from its duties and obligations hereunder or under the other Loan Document; Documents (ivif not already discharged therefrom as provided above in this Article) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (vii) except for amount owed or otherwise payable from time to act with respect time to all Collateral the retiring Administrative Agent under the Loan Documents, including all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as a successor Administrative Agent is appointed in accordance with the terms of this paragraph. The fees payable by Holdings or the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.3 shall continue in effect for purposes the benefit of acquiringsuch retiring Administrative Agent, holding its sub-agents and enforcing their respective Related Parties in respect of any and all Liens on Collateral granted actions taken or omitted to be taken by Bxxxxxxx to secure any of them while it was acting as Administrative Agent. Upon the obligations created acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the Loan Documentsrights, powers, privileges and duties of the removed, retiring or retired Administrative Agent. (bg) Lenders agree In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to indemnify any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan, any reimbursement obligation in its capacity respect of any LC Disbursement or any Cash Collateral Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (x) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, any reimbursement obligation in respect of any LC Disbursement, any Cash Collateral Obligation and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Section 2.11 and 9.3) allowed in such judicial proceeding; and (y) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the extent not reimbursed by Bxxxxxxx Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Bank, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 2.11 and 9.3. (h) Each Lender acknowledges that it has, independently and without limiting reliance upon the obligation Administrative Agent or any other Lender or any of Borrower their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to do so)enter into this Agreement. Each Lender also acknowledges that it will, according independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to their respective Applicable Percentages (time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. (i) Anything herein to the contrary notwithstanding, the Arrangers, and each Syndication Agent shall not have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents Documents, except in their respective capacities, as applicable, as the Administrative Agent or a Lender hereunder. (j) The Lenders irrevocably authorize (i) any documents Guarantor to be released from its obligations under any Guaranty as contemplated by or referred Section 9.17 and (ii) the Administrative Agent to herein or therein or acknowledge the transactions contemplated hereby or thereby or release of such Guarantor from its obligations under such Guaranty and take any action taken or omitted by Agent under or other actions in connection therewith, in each case in accordance with Section 9.17. Upon request by the Administrative Agent at any of time, the foregoing; The agreements Required Lxxxxxx will reaffirm in this Section shall survive writing the payment of authorization granted in the Secured Obligations and all other amounts payable hereunderimmediately preceding sentence.

Agency. (a) Lenders hereby irrevocably appoint [●] to act on their behalf as Agent hxxxxxxxx and under 15.1 Each Bank authorises the other Loan Documents and authorize Agent to take such actions action on its behalf and to exercise such powers as are specifically delegated to Agent it by the terms hereof or thereof, together with all such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative . The relationship between the Agent and each Bank is that of agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exerciseprincipal only, and enforce nothing herein shall impose on the Agent any and all duties or obligations other rights and remedies of than those for which express provision is made herein. 15.2 Except as expressly provided herein the Lenders with respect Agent shall distribute promptly to the Borrower, Banks all sums received from the obligations, or otherwise related to any of same Borrower rateably in proportion to the extent reasonably incidental amount of each Bank's participation in the Facility. 15.3 The Agent will promptly advise each Bank of any notice received by it from the Borrower hereunder and any material fact or circumstance of which it has actual knowledge. The Agent shall not be under any obligation towards any Bank to ascertain or enquire as to the exercise by such Agent performance or observance of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created terms or conditions hereof or of the Security Documents to be performed or observed by the Loan Documentsany other party hereto or thereto. (b) Lenders agree to indemnify Agent in its capacity as such (15.4 Each Bank shall indemnify, to the extent not reimbursed by Bxxxxxxx and without limiting the obligation Borrower, the Agent rateably according to the amount of Borrower to do soits participation in the Facility against any loss, expenses (including legal fees) or liability (except such as results from the Agent's own gross negligence or wilful misconduct), according which the Agent may suffer or incur in connection with the implementation, administration or enforcement of this Agreement or any Security Document. 15.5 In performing its duties and exercising its powers hereunder the Agent will be entitled to their respective Applicable Percentages rely on (based upon i) any communication believed by it to be genuine and to have been sent or signed by the total outstanding Commitmentsperson by whom it purports to have been sent and signed and (ii) in effect on the date on which indemnification is sought under this Section 10.17, from opinions and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements statements of any kind whatsoever that may at professional advisers selected by it in connection herewith, and the Agent shall not be liable to any time be imposed on, incurred by other party hereto for any consequence of any such reliance. 15.6 The Agent takes no responsibility for the truth of any representations made herein nor for the adequacy or asserted against enforceability of this Agreement and neither the Agent (except in any way relating to the case of gross negligence or arising out of, this Agreement, wilful misconduct) nor any of the other Loan Documents its directors, officers or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or employees shall be liable for any action taken or omitted by it or any of them. 15.7 Notwithstanding the agency hereinbefore constituted, the Agent under may without liability to account therefore make loans to, accept deposits from and generally engage in any kind of banking or other business with the Borrower. The Agent and each Bank shall have the right (but no obligation) to set-off the total amount due hereunder from the Borrower to the Agent and the Banks against any claim the Borrower has against the Agent or such Bank (including any amount standing to the credit of any bank account), irrespective of such claims being nominated in different currencies. If any Bank shall at any time receive payment (whether by set-off, counterclaim or otherwise) and the result thereof is that it receives an amount which is greater in proportion to its participation than the amount received by any other Bank in proportion to such Bank's participation, then the receiving Bank shall, through the Agent, distribute such payment among the Banks in proportion to their pro rata participations in the Loan. 15.8 Each Bank acknowledges that it has taken and will take such independent action and make such investigations as it deems necessary to inform itself as to the financial condition and affairs of the Borrower. Each Bank shall be responsible for making its own assessment of the financial condition and affairs of the Borrower in connection with any the making and continuance of the foregoing; The agreements in this Section shall survive the payment Loan and has made its own appraisal of the Secured Obligations creditworthiness of the Borrower. 15.9 The Agent may grant waivers and consents, vary the terms of this Agreement and do or omit to do all other amounts payable such acts and things in connection with this Agreement as may be authorised in writing by the Banks. Any such waiver, consent, variation, act or omission so authorised and effected by the Agent shall be binding on the Banks, and the Agent shall be under no liability whatsoever in respect thereof. 15.10 The Agent may resign (without reason) its appointment at any time by giving a 30 days' prior written notice to the parties hereto. The resignation shall only become effective upon the appointment of a new agent. The Agent may appoint a new agent among any reputable and experienced finance institution. Upon the appointment of a new agent, such new agent shall assume all rights and obligations from such time designated by the Agent, and the Agent shall from such time be discharged from any further obligations hereunder.

Agency. (a) Lenders Lender hereby irrevocably appoint [●] designates and appoints Renaissance Group as its Agent under this Agreement and authorizes the Agent to act take such action on their its behalf as Agent hxxxxxxxx under the provisions of this Agreement and under the other Loan Documents and authorize Agent to take such actions on its behalf the Subsidiary Documents and to exercise such powers as are delegated to Agent by the terms hereof set forth herein or thereoftherein, together with such actions and other powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of . In performing its functions and powers pursuant duties under this Agreement, the Agent shall act solely as agent of the Lender and does not assume, and shall not be deemed to have assumed, any obligation toward or relationship of agency or trust with or for Borrower. The Agent may perform any of its duties under this Agreement Agreement, or any under the other Loan Document; and (v) to act with respect to all Collateral under Documents or the Loan Subsidiary Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created by the Loan Documentsor through its agents or employees. (b) Lenders agree The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, in the other Loan Documents or in the Subsidiary Documents. Except as expressly provided herein, the duties of the Agent shall be mechanical and administrative in nature. The Agent shall have, and may use, its sole discretion with respect to indemnify exercising or refraining from taking any actions which the Agent in its capacity as such (is expressly entitled to take or assert under this Agreement, the other Loan Documents and the Subsidiary Documents. The Agent shall not have, by reason of this Agreement, a fiduciary relationship with respect to the extent not reimbursed by Bxxxxxxx and without limiting the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) Lender. Nothing in effect on the date on which indemnification is sought under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by of the Subsidiary Documents, express or referred implied, is intended to herein or therein or shall be construed to impose upon the transactions contemplated hereby or thereby or Agent any action taken or omitted by Agent under or obligations in connection with respect of this Agreement, any of the foregoing; The agreements in this Section shall survive the payment other Loan Documents or any of the Secured Obligations Subsidiary Documents except as expressly set forth herein or therein. If the Agent seeks the consent or approval of the Lender to the taking or refraining from taking any action hereunder, the Agent shall send notice thereof to the Lender. The Agent may employ agents, co-agents and all other amounts payable hereunder.attorneys-in-fact and shall not be responsible to the Lender or Borrower, except as to money or securities received by it or its authorized 42 Agreement (Continued) --------------------------------------------------------------------------------

Agency. (a) Lenders Each Purchaser hereby irrevocably appoint [●] appoints NovaQuest Pharma Opportunities Fund IV, L.P. to act on their its behalf as the Agent hxxxxxxxx and registrar hereunder and under the other Loan Note Documents and authorize authorizes the Agent to (i) take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Agent under such Note Documents, (iii) act as agent of the Purchasers for purposes of acquiring, holding, enforcing and perfecting all Liens granted by the Note Parties on the Collateral to secure any of the Secured Obligations and (iv) exercise such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created by the Loan Documents. (b) Lenders agree Each Purchaser agrees to indemnify the Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx the Note Parties and without limiting the obligation of Borrower the Note Parties to do so), according to their its respective Applicable Percentages Note Purchase Commitment percentages (based upon the total outstanding Note Purchase Commitments) in effect on the date on which indemnification is sought under this Section 10.1711.18, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of, this Agreement, any of the other Loan Note Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; . The agreements in this Section shall survive the payment of the Secured Obligations Notes and all other amounts payable hereunder.

Agency. (a) Each of the Lenders hereby irrevocably appoint [●] designates and appoints Renaissance Group as its Agent under this Agreement and authorizes the Agent to act take such action on their its behalf as Agent hxxxxxxxx under the provisions of this Agreement and under the other Loan Documents and authorize Agent to take such actions on its behalf the Subsidiary Documents and to exercise such powers as are delegated to Agent by the terms hereof set forth herein or thereoftherein, together with such actions and other powers as are reasonably reasonable incidental thereto. In performing its functions and duties under this Agreement, including, without limitation, to the Agent shall act solely as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrower. The Agent may perform any of its duties under this Agreement, or under the status other Loan Documents or the Subsidiary Documents, by or through its agents or employees. (b) The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, in the other Loan Documents or in the Subsidiary Documents. Except as expressly provided herein, the duties of the Collateral Agent shall be mechanical and related matters; (ii) to execute or file any administrative in nature. The Agent shall have and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements may use its sole discretion with respect to exercising or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement, the other Loan Documents and the Subsidiary Documents. The Agent shall not have by reason of this Agreement a fiduciary relationship with respect to the Lenders. Nothing in this Agreement, any of the other Loan Documents or any of the Subsidiary Documents, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Agreement, any of the other Loan Documents or any of the Subsidiary Documents except as expressly set forth herein or therein. If the Agent seeks the consent or approval of the Lenders to the taking or refraining from taking any action hereunder, the Agent shall send notice thereof to the Lenders. The Agent may employ agents, co-agents and attorneys-in-fact and shall not be responsible to the Lenders or Borrower, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. (c) Neither the Agent nor any of its officers, directors, employees or agents shall be liable to the Lenders for any action taken or omitted by it or any of them under this Agreement, any of the other Loan Documents or any of the Subsidiary Documents, or in connection herewith or therewith, except that no Person shall be relieved of any liability imposed by law, intentional tort or gross negligence. The Agent shall not be not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of this Agreement, any of the other Loan Document; (iii) Documents or any of the Subsidiary Documents or any of the transactions contemplated thereby, or for the financial condition of any of Borrowers. The Agent shall not be required to performmake any inquiry concerning either the performance or observance of any of the terms, exerciseprovisions or conditions of this Agreement, and enforce any and all of the other rights and remedies Loan Documents or any of the Subsidiary Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent shall give the Lenders notice of any Default or Event of Default of which Agent has actual notice. The Agent may at any time request instructions from the Lenders with respect to the Borrower, the obligations, any actions or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent approvals which by the terms of this Agreement Agreement, of any of the other Loan Documents or of any of the Subsidiary Documents the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Loan Documents or any of the Subsidiary Documents until it shall have received such instructions from the Lenders. Without limiting the foregoing, the Lenders shall not have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement, any of the other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement Documents or any of the Subsidiary Documents in accordance with the instructions of the Lenders. (d) The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other Loan Document; documents or any telephone message believed by it in good faith to be genuine and (v) correct and to act have been signed, sent or made by the proper Person, and with respect to all Collateral under the Loan Documentsmatters pertaining to this Agreement, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created other Loan Documents or any of the Subsidiary Documents and its duties hereunder or thereunder, upon advice of counsel selected by the Loan Documentsit. (be) Lenders agree to indemnify Agent in its capacity as such (to To the extent that the Agent is not reimbursed and indemnified by Bxxxxxxx Borrower, the Lenders will reimburse and without limiting indemnify the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from Agent for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses expenses, advances or disbursements of any kind or nature whatsoever that which may at any time be imposed on, incurred by or asserted against the Agent in any way relating to or arising out ofof this Agreement, any of the other Loan Documents, or any of the Subsidiary Documents or any action taken or omitted by the Agent under this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; Subsidiary Documents. The agreements in obligations of the Lenders under this Section indemnification provision shall survive the payment in full of the Secured Obligations Loans and all other amounts payable hereunderthe termination of this Agreement.

Agency. (a) Lenders Each Purchaser hereby irrevocably appoint [●] appoints Collateral Agent to act on their its behalf as Agent hxxxxxxxx collateral agent hereunder and under the other Loan Note Documents and authorize authorizes Collateral Agent to take such actions on its behalf and behalf, to exercise such powers as are delegated to Collateral Agent by the terms hereof or thereofthereof and to act as agent of such Purchaser for purposes of acquiring, holding, enforcing and perfecting all Liens granted by the Obligors on the Collateral to secure any of the Obligations, in each case together with such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created by the Loan Documents. (b) Lenders agree Each Purchaser agrees to indemnify Collateral Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx the Obligors and without limiting the obligation of Borrower the Obligors to do so), according to their its respective Applicable Percentages Pro Rata Share (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.1713.13), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Collateral Agent in any way relating to or arising out of, the Notes, this Agreement, any of the other Loan Note Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Collateral Agent under or in connection with any of the foregoing; . The agreements in this Section shall survive the payment of the Secured Obligations Notes and all other amounts payable hereunder. (c) The Person serving as Collateral Agent hereunder shall have the same rights and powers in its capacity as Purchaser as any other Purchaser and may exercise the same as though it were not Collateral Agent and the term “Purchaser” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each such Person serving as Collateral Agent hereunder in its individual capacity. (d) Collateral Agent shall have no duties or obligations except those expressly set forth herein and in the other Note Documents. Without limiting the generality of the foregoing, Collateral Agent shall not: (i) be subject to any fiduciary or other implied duties, regardless of whether any default or any Event of Default has occurred and is continuing; (ii) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Note Documents that Collateral Agent is required to exercise as directed in writing by any Purchaser; provided that Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Collateral Agent to liability or that is contrary to any Note Document or applicable law; and (iii) except as expressly set forth herein and in the other Note Documents, have any duty to disclose, and Collateral Agent shall not be liable for the failure to disclose, any information relating to Issuer or any of its Affiliates that is communicated to or obtained by any Person serving as Collateral Agent or any of its Affiliates in any capacity. (e) Collateral Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Purchasers or as Collateral Agent shall believe in good faith shall be necessary, under the circumstances or (ii) in the absence of its own gross negligence or willful misconduct. (f) Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Note Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Note Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Collateral Agent. (g) Collateral Agent may rely, and shall be fully protected in acting, or refraining to act, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Collateral Agent and conforming to the requirements of this Agreement or any of the other Note Documents. Collateral Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Collateral Agent hereunder or under any Note Documents in accordance therewith. Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Collateral Agent shall not be under any obligation to exercise any of the rights or powers granted to Collateral Agent by this Agreement and the other Note Documents at the request or direction of the Required Purchasers unless Collateral Agent shall have been provided by the Purchasers with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or direction.

Agency. (a) Lenders Lender hereby irrevocably appoint [●] appoints Hercules Capital, Inc. to act on their its behalf as Agent hxxxxxxxx hereunder and under the other Loan Documents and authorize authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders with respect to the Borrower, the obligations, or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent by the terms of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Document; and (v) to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created by the Loan Documents. (b) Lenders agree Lender agrees to indemnify Agent in its capacity as such (to the extent not reimbursed by Bxxxxxxx the Loan Parties and without limiting the obligation of Borrower the Loan Parties to do so), according to their its respective Applicable Percentages Term Loan Commitment percentages (based upon the total outstanding Term Loan Commitments) in effect on the date on which indemnification is sought under this Section 10.1711.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations Loans and all other amounts payable hereunder. (c) The Person serving as 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 Agent and the term “Lender” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each such Person serving as Agent hereunder in its individual capacity. (d) Agent shall have no duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, Agent shall not: (i) be subject to any fiduciary or other implied duties, regardless of whether any default or any Event of Default has occurred and is continuing; (ii) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by Lender; provided that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable law; and (iii) except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and Agent shall not be liable for the failure to disclose, any information relating to the Loan Parties or any of their Affiliates that is communicated to or obtained by any Person serving as Agent or any of its Affiliates in any capacity. (e) Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of Lender or as Agent shall believe in good faith shall be necessary, under the circumstances or (ii) in the absence of its own gross negligence or willful misconduct. (f) Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Agent. (g) Agent may rely, and shall be fully protected in acting, or refraining to act, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Agent and conforming to the requirements of the Loan Agreement or any of the other Loan Documents. Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Agent hereunder or under any Loan Documents in accordance therewith. Agent shall have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. Agent shall not be under any obligation to exercise any of the rights or powers granted to Agent by this Agreement, the Loan Agreement and the other Loan Documents at the request or direction of Lenders unless Agent shall have been provided by Lender with adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it in compliance with such request or direction.

Agency. (a) Each of the Lenders hereby irrevocably appoint [●] to act on their behalf appoints the Agent as Agent hxxxxxxxx its agent and under authorizes the other Loan Documents and authorize Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereofhereof, together with such actions and powers as are reasonably incidental thereto. The bank serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with NNC or any Subsidiary or other Affiliate thereof as if it were not the Agent hereunder. The Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.05), and (c) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.05) or in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (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 confirm receipt of items expressly required to be delivered to the Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Agent may consult with legal counsel (who may be counsel for NNC or its Subsidiaries), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. Without limitation of the foregoing, the Agent may, in its sole discretion, appoint a Lender holding Tranche B Loans or other Person to act as the representative of all Lenders holding Tranche B Loans in connection with any amendment, waiver or enforcement action under the Loan Documents. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After the Agent’s resignation hereunder, the provisions of this Article VII and Section 9.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent. 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. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. Each Lender holding any Tranche A Loan hereby appoints the Collateral Agent to act as Collateral Agent under the Security Documents and agrees that the Collateral Agent and its Related Parties shall, in acting in such capacity, be entitled to the protections set forth above to the same extent as if it was the Agent acting under this Agreement. Furthermore, each Lender holding any Tranche A Loan agrees that the Collateral Agent may release the Liens of the Security Documents on any Collateral under the conditions set forth in the Security Agreement and take the other actions contemplated by the Security Documents on the terms set forth therein without the consent of any Tranche A Lender except as expressly set forth therein. Without prejudice to the foregoing, each Lender holding any Tranche A Loan hereby irrevocably appoints and authorizes the Collateral Agent (and any successor acting as the Collateral Agent) to act as the person holding the power of attorney (in such capacity, the “Canadian fondé de pouvoir”) of such Lender and as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by the Canadian Credit Parties under the Civil Code of Quebec (a “Canadian Hypothec”), and to exercise such powers and duties which are conferred upon the Canadian fondé de pouvoir under each Canadian Hypothec. Moreover, without prejudice to such appointment and authorization to act as the Person holding the power of attorney as aforesaid, each Lender holding any Tranche A Loan, hereby irrevocably appoints and authorizes the Collateral Agent (in such capacity, the “Canadian Custodian”) to act as agent and custodian for and on behalf of such Lender to hold and to be the sole registered holder of any debenture or bond which may be issued under any Canadian Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other applicable Law. In this respect, (i) (as specified in Section 9.06) records shall be kept indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to, each Lender, and (ii) each Lender holding any Tranche A Loan will be entitled to the benefits of any Collateral covered by any Canadian Hypothec and will participate in the proceeds of realization of any such Collateral, the whole in accordance with the terms hereof. Each of the Canadian fondé de pouvoir and the Canadian Custodian shall (a) exercise, in accordance with the terms hereof, all rights and remedies given to the Canadian fondé de pouvoir and the Canadian Custodian (as applicable) with respect to the Collateral under any Canadian Hypothec, any debenture or bond or pledge thereof relating to any Canadian Hypothec, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Collateral Agent mutatis mutandis, including, without limitation, to act as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting the Lenders and the status of the Collateral and related matters; (ii) to 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 Agreement or any other Loan Document; (iii) to perform, exercise, and enforce any and all other rights and remedies of the Lenders such provisions with respect to the Borrowerliability or responsibility to and indemnification by the Lenders holding Tranche A Loans, the obligationsand (c) be entitled to delegate from time to time any of its powers or duties under any Canadian Hypothec, any debenture or bond or pledge thereof relating to any Canadian Hypothec, applicable laws or otherwise related and on such terms and conditions as it may determine from time to any time. Any Person who becomes a Lender with a Tranche A Loan shall be deemed to have consented to and confirmed: (i) the Canadian fondé de pouvoir as the Person holding the power of same attorney as aforesaid, and to the extent reasonably incidental to the exercise by such Agent have ratified, as of the rights and remedies specifically authorized to be exercised by such Agent date it acquired its Tranche A Loan, all actions taken by the terms Canadian fondé de pouvoir as the Person holding the power of this Agreement or any other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement or any other Loan Documentattorney as aforesaid; and (vii) the Canadian Custodian as the agent and custodian as aforesaid and to have ratified, as the date it acquired its Tranche A Loan, all actions taken by the Canadian Custodian in such capacity. The Collateral Agent accepts the foregoing appointments as Canadian fondé de pouvoir and Canadian Custodian and agrees to act with respect to all Collateral under the Loan Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created in such capacities. The execution by the Loan Documents. (b) Lenders agree to indemnify Agent in its capacity Canadian fondé de pouvoir, as such (the person holding the power of attorney, prior to the extent not reimbursed by Bxxxxxxx Credit Agreement, of any deed of hypothec or other security document is hereby ratified and without limiting the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought confirmed. The Persons named as “Joint Lead Arrangers,” “Joint Bookrunners,” “Syndication Agent,” “Documentation Agent” and “Managing Agent” shall have no responsibilities or obligations under this Section 10.17, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time be imposed on, incurred by or asserted against Agent Agreement in any way relating to or arising out of, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; The agreements in this Section shall survive the payment of the Secured Obligations and all other amounts payable hereundertheir capacities as such.

Agency. (a) Each of the Lenders hereby irrevocably appoint [●] designates and appoints Renaissance Group as its Agent under this Agreement and authorizes the Agent to act take such action on their its behalf as Agent hxxxxxxxx under the provisions of this Agreement and under the other Loan Documents and authorize Agent to take such actions on its behalf the Subsidiary Documents and to exercise such powers as are delegated to Agent by the terms hereof set forth herein or thereoftherein, together with such actions and other powers as are reasonably reasonable incidental thereto. In -------------------------------------------------------------------------------- 44 Agreement (Continued) -------------------------------------------------------------------------------- performing its functions and duties under this Agreement, including, without limitation, to the Agent shall act solely as administrative agent and collateral agent and (i) to maintain, in accordance with its customary business practices, ledgers and records reflecting of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrower. The Agent may perform any of its duties under this Agreement, or under the status other Loan Documents or the Subsidiary Documents, by or through its agents or employees. (b) The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, in the other Loan Documents or in the Subsidiary Documents. Except as expressly provided herein, the duties of the Collateral Agent shall be mechanical and related matters; (ii) to execute or file any administrative in nature. The Agent shall have and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements may use its sole discretion with respect to exercising or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement, the other Loan Documents and the Subsidiary Documents. The Agent shall not have by reason of this Agreement a fiduciary relationship with respect to the Lenders. Nothing in this Agreement, any of the other Loan Documents or any of the Subsidiary Documents, express or implied, is intended to or shall be construed to impose upon the Agent any obligations in respect of this Agreement, any of the other Loan Documents or any of the Subsidiary Documents except as expressly set forth herein or therein. If the Agent seeks the consent or approval of the Lenders to the taking or refraining from taking any action hereunder, the Agent shall send notice thereof to the Lenders. The Agent may employ agents, co-agents and attorneys-in-fact and shall not be responsible to the Lenders or Borrower, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. (c) Neither the Agent nor any of its officers, directors, employees or agents shall be liable to the Lenders for any action taken or omitted by it or any of them under this Agreement, any of the other Loan Documents or any of the Subsidiary Documents, or in connection herewith or therewith, except that no Person shall be relieved of any liability imposed by law, intentional tort or gross negligence. The Agent shall not be not be responsible to the Lenders for any recitals, statements, representations or warranties contained in this Agreement or for the execution, effectiveness, genuineness, validity, enforceability, collectability, or sufficiency of this Agreement, any of the other Loan Document; (iii) Documents or any of the Subsidiary Documents or any of the transactions contemplated thereby, or for the financial condition of any of Borrowers. The Agent shall not be required to performmake any inquiry concerning either the performance or observance of any of the terms, exerciseprovisions or conditions of this Agreement, and enforce any and all of the other rights and remedies Loan Documents or any of the Subsidiary Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent shall give the Lenders notice of any Default or Event of Default of which Agent has actual notice. The Agent may at any time request instructions from the Lenders with respect to the Borrower, the obligations, any actions or otherwise related to any of same to the extent reasonably incidental to the exercise by such Agent of the rights and remedies specifically authorized to be exercised by such Agent approvals which by the terms of this Agreement Agreement, of any of the other Loan Documents or of any of the Subsidiary Documents the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Loan Documents or any of the Subsidiary Documents until it shall have received such instructions from the Lenders. Without limiting the foregoing, the Lenders shall not have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement, any of the other Loan Document; (iv) to incur and pay such fees necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to this Agreement Documents or any of the Subsidiary Documents in accordance with the instructions of the Lenders. -------------------------------------------------------------------------------- 45 Agreement (Continued) -------------------------------------------------------------------------------- (d) The Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other Loan Document; documents or any telephone message believed by it in good faith to be genuine and (v) correct and to act have been signed, sent or made by the proper Person, and with respect to all Collateral under the Loan Documentsmatters pertaining to this Agreement, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Bxxxxxxx to secure any of the obligations created other Loan Documents or any of the Subsidiary Documents and its duties hereunder or thereunder, upon advice of counsel selected by the Loan Documentsit. (be) Lenders agree to indemnify Agent in its capacity as such (to To the extent that the Agent is not reimbursed and indemnified by Bxxxxxxx Borrower, the Lenders will reimburse and without limiting indemnify the obligation of Borrower to do so), according to their respective Applicable Percentages (based upon the total outstanding Commitments) in effect on the date on which indemnification is sought under this Section 10.17, from Agent for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses expenses, advances or disbursements of any kind or nature whatsoever that which may at any time be imposed on, incurred by or asserted against the Agent in any way relating to or arising out ofof this Agreement, any of the other Loan Documents, or any of the Subsidiary Documents or any action taken or omitted by the Agent under this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by Agent under or in connection with any of the foregoing; Subsidiary Documents. The agreements in obligations of the Lenders under this Section indemnification provision shall survive the payment in full of the Secured Obligations Loans and all other amounts payable hereunderthe termination of this Agreement.