Common use of Agent’s Responsibilities Clause in Contracts

Agent’s Responsibilities. Agent agrees with SEG as follows: (a) Agent shall maintain high standards of business conduct and shall conduct its business at all times in such a manner as will reflect favorably on SEG, its affiliates, the Licensor and the Sources, as reasonably determined by SEG, and shall avoid deceptive, misleading or unethical practices or advertising with respect to SEG, the Licensed Product and/or the Data. (b) SEG may, at its discretion, provide Agent with demonstration copies of the Licensed Product at discounted rate. Agent and its employees may use the demonstration copies for demonstration purposes only and not for personal use. (c) Agent shall at all times comply with the conditions of this Agreement and all SEG Policies. (d) Agent shall conduct business in its own name, and have and maintain, at its own expense, all licenses, permits and consents required to conduct its business and to perform its obligations under this Agreement including without limitation registration as a Broker/Dealer if Agent is a Broker Agent. (e) Agent shall under no circumstances make any warranty, representation, covenant or agreement of any nature or kind on behalf of or purported to be binding on SEG or the Licensor unless previously expressly authorized in writing to do so by SEG. Agent shall not accept or purport to accept any Subscription Agreement on behalf of SEG or the Licensor. (f) Agent acknowledges that: (i) It has reviewed and understands the Subscriber Agreement and all of the representations, warranties, indemnities and disclaimers set forth therein; (ii) It will not make or permit its employees or representatives to make any representation to any prospective Subscriber, which in any manner whatsoever contradicts the terms, or provisions contained in the Subscriber Agreement and will provide a copy of the Subscriber Agreement to each prospective Subscriber on request. (g) Agent acknowledges: (i) neither SEG nor the Licensor provides any investment advice; (ii) neither SEG nor the Licensor provides any clearing services; (iii) the Licensed Product and Data provided through the Licensed Product are not intended to provide legal, investment or tax advice and any Subscriber requiring such advice must consult professional advisors; and (iv) Neither SEG nor the Licensor assume any responsibility and shall not be liable to Agent, Subscribers or any other person for any decision made or action taken in reliance upon the Licensed Product, the Data or any other information or Data provided through the Licensed Product and/or Data.

Agent’s Responsibilities. Agent agrees with SEG as follows: (a) Each subsequent holder of any Note by its acceptance thereof irrevocably joins in the designation of WFF as agent for Lenders as provided herein with the same force and effect as if it were an original Lender hereunder and signatory hereto. WFF hereby accepts such designation and appointment as agent. Agent, acting as such under the provisions of this Agreement, or under any other instrument or document delivered pursuant hereto, shall not be liable or responsible, directly or indirectly, for any action taken, or omitted to be taken, by it in good faith, nor shall Agent be liable or responsible for the consequences of any oversight or error of judgment on its part, but Agent shall maintain high standards only be liable or responsible for any loss suffered by any of business conduct and Lenders hereunder provided such loss was caused by Agent’s gross negligence or willful misconduct. Agent shall conduct its business at all times not, by any action or inaction hereunder, be deemed to make any representation or warranty regarding the legality, legal effect or sufficiency of any act of Borrower in such a manner as will reflect favorably on SEGconnection with, its affiliatesor under any of the provisions of, this Agreement, or any instrument or document delivered pursuant thereto, or the validity or enforceability of any instrument or document furnished to Agent pursuant to this Agreement. Agent shall have no liability or responsibility in connection with the collection or payment of any sums due to Lenders by Borrower, the Licensor and sole responsibility of Agent being to account to Lenders only for monies actually received by it. Agent shall have no obligation to make any application of any funds received by it until such funds are immediately available at Agent’s office. Any monies received by Agent need not be segregated from other funds except to the Sources, as reasonably determined extent required by SEGlaw, and Agent shall avoid deceptivenot be liable for interest on any funds received by it. Agent shall not be charged with knowledge of any facts which would prohibit the making of any payment of monies in accordance with the provisions of this Agreement unless and until Agent shall have received written notice thereof at its office from Borrower or any Lender. The duties of Agent shall be mechanical and administrative in nature, misleading or unethical practices or advertising with Agent shall not, by reason of this Agreement, be deemed a fiduciary in respect to SEGof Lenders, the Licensed Product and/or the Dataand nothing in this Agreement shall impose upon Agent any obligations in respect of this Agreement except as expressly herein set forth. (b) SEG mayAgent shall have the right to exercise all the rights granted to, at and exercisable by, it under this Agreement and any instrument or document delivered pursuant to this Agreement, in such manner from time to time, as Agent in its sole discretion, provide Agent with demonstration copies of the Licensed Product at discounted rate. Agent and its employees may use the demonstration copies for demonstration purposes only and not for personal useshall deem proper. (c) Agent agrees to provide each Lender with notice (and copies of documents, as appropriate) of the any amendment waiver or modification of the terms of this Agreement entered in accordance with Section 0; (d) Except as otherwise provided in this Agreement, Agent shall be entitled, at all times comply its option, from time to time and at any time, to enter into any amendment of, or waive compliance with the conditions terms of this Agreement without obtaining prior approval from any Lender, provided that, without the prior approval of each Lender in each instance, Agent may not take any of the following actions with respect to the Loan: (i) reduce the principal amount of any Loans; (ii) expressly change the advance rate; (iii) change the definition of Eligible Notes Receivable; (iv) decrease the Applicable Interest Rate; (v) extend the Final Maturity Date of the Loan; or (vi) release any material Collateral or any material third party obligor (except as expressly authorized by this Agreement in the normal course of Borrower’s business); Notwithstanding the foregoing, Agent may take any such actions referred to in such preceding sentences and each Lender shall be bound thereby with the consent of such Lenders (including Agent as a Lender for this purpose) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan. Notwithstanding the foregoing, in the event that a Lender does not consent to any of the amendments or waivers requiring sixty-six and two-thirds percent (66 2/3%) consent under the previous paragraph, then such Lender shall not be obligated to fund any additional Advances hereunder but it shall continue to receive its Pro Rata Payment Percentage of each repayment of principal and interest on the Loan in accordance with the terms of this Agreement and all SEG Policies. (d) Agent shall conduct business be repaid in its own namefull over a period not to exceed the then existing Final Maturity Date under the Loan. Furthermore, and have and maintain, at its own expense, all licenses, permits and consents required to conduct its business and to perform its obligations under this Agreement including without limitation registration as in the event a Broker/Dealer if Agent is a Broker Agent. (e) Agent shall under no circumstances make any warranty, representation, covenant or agreement of any nature or kind on behalf of or purported to be binding on SEG or the Licensor unless previously expressly authorized in writing to do so by SEG. Agent shall Lender does not accept or purport to accept any Subscription Agreement on behalf of SEG or the Licensor. (f) Agent acknowledges that: (i) It has reviewed and understands the Subscriber Agreement and all of the representations, warranties, indemnities and disclaimers set forth therein; (ii) It will not make or permit its employees or representatives to make any representation consent to any prospective Subscriber, which in any manner whatsoever contradicts the terms, amendment or provisions contained in the Subscriber Agreement and will provide a copy of the Subscriber Agreement to each prospective Subscriber on request. (g) Agent acknowledgeswaivers regarding: (i) neither SEG nor reduction of the Licensor provides principal amount of any investment adviceLoans; (ii) neither SEG nor reduction of the Licensor provides any clearing servicesInterest Rate; or (iii) any subordination or release of any material Collateral, except as set forth in this Agreement or the Licensed Product Loan Documents, then in any of such events any such modification shall be applicable only to new money advanced by Agent and Data provided through the Licensed Product are not intended to provide legal, investment or tax advice and any Subscriber requiring such advice must consult professional advisors; and (iv) Neither SEG nor the Licensor assume any responsibility and changes shall not be liable applicable in any way to Agentthe existing balance due under the Loan as of the date of such change. Notwithstanding anything to the contrary contained in this Section13.11(d), Subscribers Agent may, in its sole and absolute discretion, require that the Lenders (including WFF) unanimously consent to the approval of any such action(s) referred to in this Section 13.11(d) before any such action(s) is taken. Borrower acknowledges and agrees that in the event that a Lender does not consent to any of the amendments or waivers requiring sixty-six and two-thirds percent (66 2/3%) consent under the previous paragraph and such Lender is not obligated to fund any other person for any decision made or action taken in reliance upon the Licensed Productadditional Advances hereunder, the Data or Commitment will be reduced by an amount equal to the amount of any other information or Data provided through the Licensed Product and/or Dataunused portion of such Lender’s Commitment.

Agent’s Responsibilities. Agent agrees with SEG as follows: (a) Each subsequent holder of any Note by its acceptance thereof irrevocably joins in the designation of TFC as agent for Lenders as provided herein with the same force and effect as if it were an original Lender hereunder and signatory hereto. TFC hereby accepts such designation and appointment as agent. Agent, acting as such under the provisions of this Agreement, or under any other instrument or document delivered pursuant hereto, shall not be liable or responsible, directly or indirectly, for any action taken, or omitted to be taken, by it in good faith, nor shall Agent be liable or responsible for the consequences of any oversight or error of judgment on its part, but Agent shall maintain high standards only be liable or responsible for any loss suffered by any of business conduct and Lenders hereunder provided such loss was caused by Agent's gross negligence or willful misconduct. Agent shall conduct its business at all times not, by any action or inaction hereunder, be deemed to make any representation or warranty regarding the legality, legal effect or sufficiency of any act of Borrower in such a manner as will reflect favorably on SEGconnection with, its affiliatesor under any of the provisions of, this Agreement, or any instrument or document delivered pursuant thereto, or the validity or enforceability of any instrument or document furnished to Agent pursuant to this Agreement. Agent shall have no liability or responsibility in connection with the collection or payment of any sums due to Lenders by Borrower, the Licensor and sole responsibility of Agent being to account to Lenders only for monies actually received by it. Agent shall have no obligation to make any application of any funds received by it until such funds are immediately available at Agent's office. Any monies received by Agent need not be segregated from other funds except to the Sources, as reasonably determined extent required by SEGlaw, and Agent shall avoid deceptivenot be liable for interest on any funds received by it. Agent shall not be charged with knowledge of any facts which would prohibit the making of any payment of monies in accordance with the provisions of this Agreement unless and until Agent shall have received written notice thereof at its office from Borrower or any Lender. The duties of Agent shall be mechanical and administrative in nature, misleading or unethical practices or advertising with Agent shall not, by reason of this Agreement, be deemed a fiduciary in respect to SEGof Lenders, the Licensed Product and/or the Dataand nothing in this Agreement shall impose upon Agent any obligations in respect of this Agreement except as expressly herein set forth. (b) SEG mayAgent shall have the right to exercise all the rights granted to, at and exercisable by, it under this Agreement and any instrument or document delivered pursuant to this Agreement, in such manner from time to time, as Agent in its sole discretion, provide Agent with demonstration copies of the Licensed Product at discounted rate. Agent and its employees may use the demonstration copies for demonstration purposes only and not for personal useshall deem proper. (c) Agent agrees to provide each Lender with notice (and copies of documents, as appropriate) of the following: (i) Agent's actual knowledge that any event or condition exists that would permit a Lender to refuse to make an Advance (including but not limited to those events or conditions provided in Sections 4.1 and 5.1 hereof); (ii) Agent's receipt of any notice or request from Borrower regarding a proposed modification, waiver or consent, provided however, Agent shall at all times comply with not be required to provide notice unless Agent finds such proposed modification, waiver or consent acceptable and intends to recommend approval of such proposed modification, waiver or consent to the conditions Lenders; (iii) Failure of this Agreement any Lender to make a required Advance or other accommodation within ten (10) business days of the time period specified in Section 2.6 hereof; (iv) Copies of any information/notices provided to TFC by Borrower pursuant to Sections 7.1(h), 7.1(i), 7.1(m), 7.1(o), and all SEG Policies7.1(r) hereof; and (v) Reasonable prior written notice of Agent's intent to exercise its rights under Section 7.1(g). The scope of any examination, audit or inspection conducted by Agent pursuant to said Section 7.1(g) (including but not limited to setting the parameters of any sample pool that is the subject of such examination, audit or inspection) shall be reasonably acceptable to each Lender. (d) Agent shall conduct business in its own name, and have and maintainbe entitled, at its own expenseoption, all licensesfrom time to time and at any time, permits and consents required to conduct its business and to perform its obligations under this Agreement including without limitation registration as a Broker/Dealer if Agent is a Broker Agent. (e) Agent shall under no circumstances make enter into any warrantyamendment of, representation, covenant or agreement of any nature or kind on behalf of or purported to be binding on SEG or waive compliance with the Licensor unless previously expressly authorized in writing to do so by SEG. Agent shall not accept or purport to accept any Subscription Agreement on behalf of SEG or the Licensor. (f) Agent acknowledges that: (i) It has reviewed and understands the Subscriber Agreement and all terms of the representationsLoan Agreement without obtaining prior approval from any Lender, warrantiesprovided that, indemnities and disclaimers set forth therein; (ii) It will not make or permit its employees or representatives to make any representation to any prospective Subscriberexcept as hereafter provided, which in any manner whatsoever contradicts the terms, or provisions contained in the Subscriber Agreement and will provide a copy of the Subscriber Agreement to each prospective Subscriber on request. (g) Agent acknowledgesmay not: (i) neither SEG nor reduce or increase the Licensor provides any investment adviceprincipal amount of the Loan; (ii) neither SEG nor change the Licensor provides any clearing servicesBorrowing Base (advance rate) (provided, however, Agent may reduce the Borrowing Base for a limited time (not more than sixty (60) days) to adjust an over-advance circumstance); (iii) materially change the Licensed Product and Data provided through definition of Eligible Notes Receivable; (iv) decrease the Licensed Product are not intended to provide legal, investment or tax advice and any Subscriber requiring such advice must consult professional advisorsInterest Rate; (v) extend the maturity date of the Loan; and (ivvi) Neither SEG nor release any material Collateral or any material third party obligor (except as expressly authorized by this Agreement in the Licensor assume normal course of Borrower's business). Notwithstanding the foregoing, Agent may take any responsibility such actions referred to in such preceding sentences and each Lender shall be bound thereby, with the consent of such Lenders (including Agent as a Lender for this purpose) whose total Pro Rata Payment Percentage is equal to or exceeds fifty-five percent (55%) of the outstanding principal balance of the Loan. Notwithstanding the foregoing, in the event that a Lender does not consent to any of the amendments or waivers requiring fifty-five percent (55%) consent under the previous paragraph, then such Lender shall not be liable obligated to Agentfund any additional Advances hereunder but it shall continue to receive its Pro Rata Payment Percentage of each repayment of principal and interest on the Loan in accordance with the terms of this Agreement and shall be repaid in full over a period not to exceed the then existing final maturity date under the Loan. Furthermore, Subscribers in the event a Lender does not consent to any amendment or waivers regarding: (i) reduction or increase of the principal amount of the Loan; (ii) reduction in the release price as to any Collateral or any other person for change with regard to release of Collateral; (iii) reduction of the Interest Rate; or (iv) any decision made subordination or action taken release of any material Collateral, except as set forth in reliance upon this Agreement or the Licensed ProductLoan Documents, then in any of such events any such modification shall be applicable only to new money advanced 107 by Agent and such changes shall not be applicable in any way to the existing balance due under the Loan as of the date of such change. Notwithstanding anything to the contrary contained in this Section 13.11(d), Agent may, in its sole and absolute discretion, require that the Lenders (including TFC) unanimously consent to the approval of any such action(s) referred to in this Section 13.11(d) before any such action(s) is taken. Borrower acknowledges and agrees that in the event that a Lender does not consent to any of the amendments or waivers requiring fifty-five percent (55%) consent under the previous paragraph and such Lender is not obligated to fund any additional Advances hereunder, the Data or Maximum Available Revolving Amount and the Maximum Loan shall be reduced by an amount equal to the amount of any other information or Data provided through the Licensed Product and/or Dataunused portion of such Lender's Commitment.

Agent’s Responsibilities. Agent agrees with SEG as follows: (a) Each subsequent holder of any Note by its acceptance thereof irrevocably joins in the designation of TFC as agent for Lenders as provided herein with the same force and effect as if it were an original Lender hereunder and signatory hereto. TFC hereby accepts such designation and appointment as agent. Agent, acting as such under the provisions of this Agreement, or under any other instrument or document delivered pursuant hereto, shall not be liable or responsible, directly or indirectly, for any action taken, or omitted to be taken, by it in good faith, nor shall Agent be liable or responsible for the consequences of any oversight or error of judgment on its part, but Agent shall maintain high standards only be liable or responsible for any loss suffered by any of business conduct and Lenders hereunder provided such loss was caused by Agent’s gross negligence or willful misconduct. Agent shall conduct its business at all times not, by any action or inaction hereunder, be deemed to make any representation or warranty regarding the legality, legal effect or sufficiency of any act of Borrower in such a manner as will reflect favorably on SEGconnection with, its affiliatesor under any of the provisions of, this Agreement, or any instrument or document delivered pursuant thereto, or the validity or enforceability of any instrument or document furnished to Agent pursuant to this Agreement. Agent shall have no liability or responsibility in connection with the collection or payment of any sums due to Lenders by Borrower, the Licensor and sole responsibility of Agent being to account to Lenders only for monies actually received by it. Agent shall have no obligation to make any application of any funds received by it until such funds are immediately available at Agent’s office. Any monies received by Agent need not be segregated from other funds except to the Sources, as reasonably determined extent required by SEGlaw, and Agent shall avoid deceptivenot be liable for interest on any funds received by it. Agent shall not be charged with knowledge of any facts which would prohibit the making of any payment of monies in accordance with the provisions of this Agreement unless and until Agent shall have received written notice thereof at its office from Borrower or any Lender. The duties of Agent shall be mechanical and administrative in nature, misleading or unethical practices or advertising with Agent shall not, by reason of this Agreement, be deemed a fiduciary in respect to SEGof Lenders, the Licensed Product and/or the Dataand nothing in this Agreement shall impose upon Agent any obligations in respect of this Agreement except as expressly herein set forth. (b) SEG mayAgent shall have the right to exercise all the rights granted to, at and exercisable by, it under this Agreement and any instrument or document delivered pursuant to this Agreement, in such manner from time to time, as Agent in its sole discretion, provide Agent with demonstration copies of the Licensed Product at discounted rate. Agent and its employees may use the demonstration copies for demonstration purposes only and not for personal useshall deem proper. (c) Agent agrees to provide each Lender with notice (and copies of documents, as appropriate) of the any amendment waiver or modification of the terms of this Agreement entered in accordance with Section 13.11(d); (d) Except as otherwise provided in this Agreement, Agent shall be entitled, at all times comply its option, from time to time and at any time, to enter into any amendment of, or waive compliance with the conditions terms of this Agreement without obtaining prior approval from any Lender, provided that, without the prior approval of each Lender in each instance, Agent may not take any of the following actions with respect to the Loan: (i) reduce the principal amount of any Loans; (ii) expressly change the advance rate; (iii) change the definition of Eligible Notes Receivable; (iv) decrease the Interest Rate; (v) extend the Final Maturity Date of the Loan; or (vi) release any material Collateral or any material third party obligor (except as expressly authorized by this Agreement in the normal course of Borrower’s business); Notwithstanding the foregoing, Agent may take any such actions referred to in such preceding sentences and each Lender shall be bound thereby with the consent of such Lenders (including Agent as a Lender for this purpose) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan. Notwithstanding the foregoing, in the event that a Lender does not consent to any of the amendments or waivers requiring sixty-six and two-thirds percent (66 2/3%) consent under the previous paragraph, then such Lender shall not be obligated to fund any additional Advances hereunder but it shall continue to receive its Pro Rata Payment Percentage of each repayment of principal and interest on the Loan in accordance with the terms of this Agreement and all SEG Policies. (d) Agent shall conduct business be repaid in its own namefull over a period not to exceed the then existing Final Maturity Date under the Loan. Furthermore, and have and maintain, at its own expense, all licenses, permits and consents required to conduct its business and to perform its obligations under this Agreement including without limitation registration as in the event a Broker/Dealer if Agent is a Broker Agent. (e) Agent shall under no circumstances make any warranty, representation, covenant or agreement of any nature or kind on behalf of or purported to be binding on SEG or the Licensor unless previously expressly authorized in writing to do so by SEG. Agent shall Lender does not accept or purport to accept any Subscription Agreement on behalf of SEG or the Licensor. (f) Agent acknowledges that: (i) It has reviewed and understands the Subscriber Agreement and all of the representations, warranties, indemnities and disclaimers set forth therein; (ii) It will not make or permit its employees or representatives to make any representation consent to any prospective Subscriber, which in any manner whatsoever contradicts the terms, amendment or provisions contained in the Subscriber Agreement and will provide a copy of the Subscriber Agreement to each prospective Subscriber on request. (g) Agent acknowledgeswaivers regarding: (i) neither SEG nor reduction of the Licensor provides principal amount of any investment adviceLoans; (ii) neither SEG nor reduction of the Licensor provides any clearing servicesInterest Rate; or (iii) any subordination or release of any material Collateral, except as set forth in this Agreement or the Licensed Product Loan Documents, then in any of such events any such modification shall be applicable only to new money advanced by Agent and Data provided through the Licensed Product are not intended to provide legal, investment or tax advice and any Subscriber requiring such advice must consult professional advisors; and (iv) Neither SEG nor the Licensor assume any responsibility and changes shall not be liable applicable in any way to Agentthe existing balance due under the Loan as of the date of such change. Notwithstanding anything to the contrary contained in this Section 13.11(d), Subscribers Agent may, in its sole and absolute discretion, require that the Lenders (including TFC) unanimously consent to the approval of any such action(s) referred to in this Section 13.11(d) before any such action(s) is taken. Borrower acknowledges and agrees that in the event that a Lender does not consent to any of the amendments or waivers requiring sixty-six and two-thirds percent (66 2/3%) consent under the previous paragraph and such Lender is not obligated to fund any other person for additional Advances hereunder, Commitment will be reduced by an amount equal to the amount of any decision made or action taken in reliance upon the Licensed Product, the Data or any other information or Data provided through the Licensed Product and/or Dataunused portion of such Lender’s Commitment.

Agent’s Responsibilities. Agent agrees with SEG as followsIn addition to those responsibilities stated elsewhere in this Agreement, AGENT shall: a. AGENT is required to maintain its own sales training and continuously maintain a full time staff of at least one (a1) Agent trained sales and marketing professional; b. Actively and continuously promote the Private Label Program in the Territory, conduct promotional activities, and advertise and distribute only Company approved promotional material as may be provided by Company to AGENT from time to time; c. Direct all Accountholders to purchase Private Label card(s) directly from Company’s website and refrain from entering into agreements directly with Accountholders; d. If AGENT has a website and provides a link to Company’s website, AGENT shall maintain high standards of business conduct and shall conduct its business ensure that AGENT’s website at all times in such a manner as will reflect favorably on SEG, its affiliates, complies with all applicable laws and that the Licensor and the Sources, as reasonably determined by SEG, and shall avoid deceptive, misleading or unethical practices or advertising with respect to SEG, the Licensed Product and/or the Data. (b) SEG may, at its discretion, provide Agent with demonstration copies of the Licensed Product at discounted rate. Agent and its employees may use the demonstration copies for demonstration purposes only and not for personal use. (c) Agent shall at all times comply with the conditions of this Agreement and all SEG Policies. (d) Agent shall conduct business in its own name, and have and maintain, at its own expense, all licenses, permits and consents required to conduct its business and to perform its obligations under this Agreement including without limitation registration as a Broker/Dealer if Agent is a Broker Agent. (e) Agent shall under no circumstances make any warranty, representation, covenant or agreement of any nature or kind on behalf of or purported to be binding on SEG or the Licensor unless previously expressly authorized in writing to do so by SEG. Agent AGENT’s website shall not accept or purport to accept contain any Subscription Agreement on behalf of SEG or the Licensor. (f) Agent acknowledges that: (i) It has reviewed and understands the Subscriber Agreement and all of the representationsgambling, warrantiesadult entertainment, indemnities and disclaimers set forth therein; (ii) It will not make or permit its employees or representatives to make any representation to any prospective Subscriberobscene, which in any manner whatsoever contradicts the terms, or provisions contained in the Subscriber Agreement and will provide a copy of the Subscriber Agreement to each prospective Subscriber on request. (g) Agent acknowledges: (i) neither SEG nor the Licensor provides any investment advice; (ii) neither SEG nor the Licensor provides any clearing services; (iii) the Licensed Product and Data provided through the Licensed Product are not intended to provide legal, investment or tax advice and any Subscriber requiring such advice must consult professional advisors; and (iv) Neither SEG nor the Licensor assume any responsibility and shall not be liable to Agent, Subscribers fraudulent or any other person unlawful material or content or links to any websites containing same; e. AGENT shall require all prospective Accountholders to specifically identify AGENT by name in their written and on-line applications to Company for any decision made or action taken in reliance upon the Licensed ProductPrivate Label card(s), the Data or any other Private Label Program services, so that Company may assign AGENT’s Tracking Number to such Accounts and be able to fully account for and pay commission fees to AGENT for such Accounts. AGENT acknowledges and agrees that it is AGENT’s sole responsibility and risk that an Accountholder specifically identifies AGENT, and that an Accountholder’s failure to identify AGENT on its application form will result in Company being unable to connect such Accountholder to AGENT and pay AGENT commissions for the Accountholder’s Account. AGENT hereby releases Company from any obligation to pay AGENT commissions under such circumstances; f. Only provide pricing information to prospective Accountholders that has been provided by Company to AGENT; g. Not present itself as, or Data provided appear to be, a member or representative of Visa, not use any Visa-owned mxxx on marketing materials such as business cards, letterhead or stationery, and not knowingly enable Visa debit cards to be sold through the Licensed Product and/or Datamulti-level marketing, or used for gambling, adult entertainment, or fraudulent activity; and Antero Payment Solutions 20000 Xxxxxxx Xxx #000 Xxxxxx Xxxx, Xx. 00000 Office (310) 997-2482 Toll free (000) 000-0000 Fax (000) 000-0000 wxx.xxxxxxxxxxxxxxxxxxxxxx.xxx h. Not accept money from Accountholders.

Agent’s Responsibilities. Agent agrees with SEG as follows: (a) Agent CONNECT shall maintain high standards of business conduct actively solicit, negotiate and shall conduct its business at all times enter into licences with persons in such a manner as will reflect favorably on SEGthe Territory wishing to reproduce and distribute Sound Recordings and/or persons in the Territory wishing to reproduce, its affiliatesdistribute, perform and/or communicate to the Licensor and the Sources, as reasonably determined by SEG, and shall avoid deceptive, misleading or unethical practices or advertising with respect to SEG, the Licensed Product and/or the Datapublic Videos. (b) SEG mayCONNECT shall grant licences as aforesaid under the terms and conditions in, at and pursuant to, licence agreements, including certain blanket licence agreements for which the CONNECT Executive Board of Directors shall have given its discretion, provide Agent with demonstration copies prior approval and for each such licence CONNECT shall obtain the CONNECT Rates Committee's instructions as to the licence user fees to be paid by a proposed third party licensee. CONNECT may prepare standard form user licence agreements for the approval of the Licensed Product at discounted rate. Agent and its employees may use the demonstration copies for demonstration purposes only and not for personal useCONNECT Executive Board of Directors. (c) Agent Principal reserves the right to prohibit the licensing by CONNECT of one or more of its Sound Recordings and/or Videos at any time upon prior written notice to CONNECT. Any such notice shall at not affect licences issued by CONNECT prior to receipt of such notice unless CONNECT is expressly required, pursuant to such notice, to make all times comply with efforts to cease the conditions reproduction and distribution of this Agreement Sound Recordings and/or the reproduction, distribution and all SEG Policiesperformance and/or communication to the public of Videos which have been previously licensed. (d) Agent CONNECT shall conduct business in its own name, collect and have receive all payments on behalf of Principal made or to be made under licences granted by CONNECT and maintain, at its own expense, shall pay to Principal all licenses, permits and consents required such payments subject to conduct its business and to perform its obligations under this Agreement including without limitation registration as a Broker/Dealer if Agent is a Broker Agentthe provisions of clause 6 herein. (e) Agent CONNECT shall under no circumstances make any warranty, representation, covenant appoint as agent or agreement otherwise authorize a collective society or collective societies to collect and distribute royalties to CONNECT arising from or in connection with the right of any nature Principal to receive remuneration for the public performance and for communication to the public by telecommunication of eligible Sound Recordings and/or Music Tracks which Principal owns or kind on behalf of or purported holds exclusive rights pursuant to be binding on SEG or the Licensor unless previously expressly authorized in writing to do so by SEG. Agent shall not accept or purport to accept any Subscription Agreement on behalf of SEG or the LicensorCopyright Act (Canada) as amended. (f) Agent acknowledges that: (i) It has reviewed CONNECT shall appoint as agent or otherwise authorize a collective society or collective societies to collect and understands distribute royalties to CONNECT arising from or in connection with the Subscriber Agreement right of makers to receive remuneration from manufacturers and all importers of blank audio recording media pursuant to section 81 of the representations, warranties, indemnities and disclaimers set forth therein; Copyright Act (iiCanada) It will not make as amended for eligible Sound Recordings which Principal owns or permit its employees or representatives holds exclusive rights pursuant to make any representation to any prospective Subscriber, which in any manner whatsoever contradicts the terms, or provisions contained in the Subscriber Agreement and will provide a copy of the Subscriber Agreement to each prospective Subscriber on requestCopyright Act (Canada) as amended. (g) Agent acknowledges: (i) neither SEG nor the Licensor provides any investment advice; (ii) neither SEG nor the Licensor provides any clearing services; (iii) the Licensed Product and Data provided through the Licensed Product are not intended to provide legal, investment or tax advice and any Subscriber requiring such advice must consult professional advisors; and (iv) Neither SEG nor the Licensor assume any responsibility and shall not be liable to Agent, Subscribers or any other person for any decision made or action taken in reliance upon the Licensed Product, the Data or any other information or Data provided through the Licensed Product and/or Data.

Agent’s Responsibilities. Agent agrees with SEG as follows: (a) Each subsequent holder of any Note by its acceptance thereof irrevocably joins in the designation of TFC as agent for Lenders as provided herein with the same force and effect as if it were an original Lender hereunder and signatory hereto. TFC hereby accepts such designation and appointment as agent. Agent, acting as such under the provisions of this Agreement, or under any other instrument or document delivered pursuant hereto, shall not be liable or responsible, directly or indirectly, for any action taken, or omitted to be taken, by it in good faith, nor shall Agent be liable or responsible for the consequences of any oversight or error of judgment on its part, but Agent shall maintain high standards only be liable or responsible for any loss suffered by any of business conduct and Lenders hereunder provided such loss was caused by Agent's gross negligence or willful misconduct. Agent shall conduct its business at all times not, by any action or inaction hereunder, be deemed to make any representation or warranty regarding the legality, legal effect or sufficiency of any act of Borrower in such a manner as will reflect favorably on SEGconnection with, its affiliatesor under any of the provisions of, this Agreement, or any instrument or document delivered pursuant thereto, or the validity or enforceability of any instrument or document furnished to Agent pursuant to this Agreement. Agent shall have no liability or responsibility in connection with the collection or payment of any sums due to Lenders by Borrower, the Licensor and sole responsibility of Agent being to account to Lenders only for monies actually received by it. Agent shall have no obligation to make any application of any funds received by it until such funds are immediately available at Agent's office. Any monies received by Agent need not be segregated from other funds except to the Sources, as reasonably determined extent required by SEGlaw, and Agent shall avoid deceptivenot be liable for interest on any funds received by it. Agent shall not be charged with knowledge of any facts which would prohibit the making of any payment of monies in accordance with the provisions of this Agreement unless and until Agent shall have received written notice thereof at its office from Borrower or any Lender. The duties of Agent shall be mechanical and administrative in nature, misleading or unethical practices or advertising with Agent shall not, by reason of this Agreement, be deemed a fiduciary in respect to SEGof Lenders, the Licensed Product and/or the Dataand nothing in this Agreement shall impose upon Agent any obligations in respect of this Agreement except as expressly herein set forth. (b) SEG mayAgent shall have the right to exercise all the rights granted to, at and exercisable by, it under this Agreement and any instrument or document delivered pursuant to this Agreement, in such manner from time to time, as Agent in its sole discretion, provide Agent with demonstration copies of the Licensed Product at discounted rate. Agent and its employees may use the demonstration copies for demonstration purposes only and not for personal useshall deem proper. (c) Agent shall at all times comply agrees to provide each Lender with notice (and copies of documents, as appropriate) of the conditions of this Agreement and all SEG Policies. (d) Agent shall conduct business in its own name, and have and maintain, at its own expense, all licenses, permits and consents required to conduct its business and to perform its obligations under this Agreement including without limitation registration as a Broker/Dealer if Agent is a Broker Agent. (e) Agent shall under no circumstances make any warranty, representation, covenant or agreement of any nature or kind on behalf of or purported to be binding on SEG or the Licensor unless previously expressly authorized in writing to do so by SEG. Agent shall not accept or purport to accept any Subscription Agreement on behalf of SEG or the Licensor. (f) Agent acknowledges thatfollowing: (i) It has reviewed Agent's actual knowledge that any event or condition exists that would permit a Lender to refuse to make an Advance (including but not limited to those events or conditions provided in Sections 2.1(a) and understands the Subscriber Agreement and all of the representations, warranties, indemnities and disclaimers set forth therein2.1(b) hereof); (ii) It will not make or permit its employees or representatives Agent's receipt of any notice from any party to make any representation to any prospective Subscriber, which in any manner whatsoever contradicts the terms, or provisions contained in the Subscriber Agreement and will provide a copy of the Subscriber Agreement to each prospective Subscriber on request.Intercreditor Agreement; (g) Agent acknowledges: (i) neither SEG nor the Licensor provides any investment advice; (ii) neither SEG nor the Licensor provides any clearing services; (iii) the Licensed Product and Data Agent's receipt of any notice or request from Borrower regarding a proposed modification, waiver or consent, provided through the Licensed Product are however, Agent shall not intended be required to provide legalnotice unless Agent finds such proposed modification, investment waiver or tax advice consent acceptable and any Subscriber requiring intends to recommend approval of such advice must consult professional advisors; and proposed modification, waiver or consent to the Lenders; (iv) Neither SEG nor Failure of any Lender to make a required Advance or other accommodation within ten (10) business days of the Licensor assume any responsibility and shall not be liable to Agent, Subscribers or any other person for any decision made or action taken time period specified in reliance upon the Licensed Product, the Data or any other information or Data provided through the Licensed Product and/or Data.Section 2.1(f) hereof;

Agent’s Responsibilities. Agent agrees with SEG as follows: (a) Each subsequent holder of any Note by its acceptance thereof irrevocably joins in the designation of TFC as agent for Lenders as provided herein with the same force and effect as if it were an original Lender hereunder and signatory hereto. TFC hereby accepts such designation and appointment as agent. Agent, acting as such under the provisions of this Agreement, or under any other instrument or document delivered pursuant hereto, shall not be liable or responsible, directly or indirectly, for any action taken, or omitted to be taken, by it in good faith, nor shall Agent be liable or responsible for the consequences of any oversight or error of judgment on its part, but Agent shall maintain high standards only be liable or responsible for any loss suffered by any of business conduct and Lenders hereunder provided such loss was caused by Agent's gross negligence or willful misconduct. Agent shall conduct its business at all times not, by any action or inaction hereunder, be deemed to make any representation or warranty regarding the legality, legal effect or sufficiency of any act of Borrower in such a manner as will reflect favorably on SEGconnection with, its affiliatesor under any of the provisions of, this Agreement, or any instrument or document delivered pursuant thereto, or the validity or enforceability of any instrument or document furnished to Agent pursuant to this Agreement. Agent shall have no liability or responsibility in connection with the collection or payment of any sums due to Lenders by Borrower, the Licensor and sole responsibility of Agent being to account to Lenders only for monies actually received by it. Agent shall have no obligation to make any application of any funds received by it until such funds are immediately available at Agent's office. Any monies received by Agent need not be segregated from other funds except to the Sources, as reasonably determined extent required by SEGlaw, and Agent shall avoid deceptivenot be liable for interest on any funds received by it. Agent shall not be charged with knowledge of any facts which would prohibit the making of any payment of monies in accordance with the provisions of this Agreement unless and until Agent shall have received written notice thereof at its office from Borrower or any Lender. The duties of Agent shall be mechanical and administrative in nature, misleading or unethical practices or advertising with Agent shall not, by reason of this Agreement, be deemed a fiduciary in respect to SEGof Lenders, the Licensed Product and/or the Dataand nothing in this Agreement shall impose upon Agent any obligations in respect of this Agreement except as expressly herein set forth. (b) SEG mayAgent shall have the right to exercise all the rights granted to, at and exercisable by, it under this Agreement and any instrument or document delivered pursuant to this Agreement, in such manner from time to time, as Agent in its sole discretion, provide Agent with demonstration copies of the Licensed Product at discounted rate. Agent and its employees may use the demonstration copies for demonstration purposes only and not for personal useshall deem proper. (c) Agent shall at all times comply agrees to provide each Lender with notice (and copies of documents, as appropriate) of the conditions of this Agreement and all SEG Policies. (d) Agent shall conduct business in its own name, and have and maintain, at its own expense, all licenses, permits and consents required to conduct its business and to perform its obligations under this Agreement including without limitation registration as a Broker/Dealer if Agent is a Broker Agent. (e) Agent shall under no circumstances make any warranty, representation, covenant or agreement of any nature or kind on behalf of or purported to be binding on SEG or the Licensor unless previously expressly authorized in writing to do so by SEG. Agent shall not accept or purport to accept any Subscription Agreement on behalf of SEG or the Licensor. (f) Agent acknowledges thatfollowing: (i) It has reviewed Agent's actual knowledge that any event or condition exists that would permit a Lender to refuse to make an Advance (including but not limited to those events or conditions provided in Sections 2.1(a) and understands the Subscriber Agreement and all of the representations, warranties, indemnities and disclaimers set forth therein2.1(b) hereof); (ii) It will not make or permit its employees or representatives Agent's receipt of any notice from any party to make any representation to any prospective Subscriber, which in any manner whatsoever contradicts the terms, or provisions contained in the Subscriber Agreement and will provide a copy of the Subscriber Agreement to each prospective Subscriber on request.Intercreditor Agreement; (g) Agent acknowledges: (i) neither SEG nor the Licensor provides any investment advice; (ii) neither SEG nor the Licensor provides any clearing services; (iii) the Licensed Product and Data provided through the Licensed Product are Agent's receipt of any notice or request from Borrower regarding a proposed modification, waiver or consent, provided, however, Agent shall not intended be required to provide legalnotice unless Agent finds such proposed modification, investment waiver or tax advice consent acceptable and any Subscriber requiring intends to recommend approval of such advice must consult professional advisors; and proposed modification, waiver or consent to the Lenders; (iv) Neither SEG nor Failure of any Lender to make a required Advance or other accommodation within ten (10) business days of the Licensor assume any responsibility and shall not be liable to Agent, Subscribers or any other person for any decision made or action taken time period specified in reliance upon the Licensed Product, the Data or any other information or Data provided through the Licensed Product and/or Data.Section 2.1(f) hereof;

Agent’s Responsibilities. Agent agrees with SEG as follows: (a) Agent shall maintain high standards of business conduct and shall conduct its business at all times in such a manner as will reflect favorably on SEG, its affiliates, the Licensor and the Sources, as reasonably determined by SEG, and shall avoid deceptive, misleading or unethical practices or advertising with respect to SEG, the Licensed Product and/or the Data. (b) SEG may, at its discretion, provide Agent with demonstration copies of the Licensed Product at discounted rate. Agent and its employees may use the demonstration copies for demonstration purposes only and not for personal use. (c) Agent shall at all times comply with the conditions of this Agreement and all SEG Policies. (d) Agent shall conduct business in its own name, and have and maintain, at its own expense, all licenses, permits and consents required to conduct its business and to perform its obligations under this Agreement including without limitation registration as a Broker/Dealer if Agent is a Broker Agent. If the Agent is an Individual Agent, the Individual Agent may or may not be required by local law to direct the referral to a registered Broker Dealer within the Subscriber's home jurisdiction. It is the Individual Agent's sole responsibility to seek independent legal advice to this regard. (e) Agent shall under no circumstances make any warranty, representation, covenant or agreement of any nature or kind on behalf of or purported to be binding on SEG or the Licensor unless previously expressly authorized in writing to do so by SEG. Agent shall not accept or purport to accept any Subscription Agreement on behalf of SEG or the Licensor. (f) Agent acknowledges that: (i) It has reviewed and understands the Subscriber Agreement and all of the representations, warranties, indemnities and disclaimers set forth therein; (ii) It will not make or permit its employees or representatives to make any representation to any prospective Subscriber, which in any manner whatsoever contradicts the terms, or provisions contained in the Subscriber Agreement and will provide a copy of the Subscriber Agreement to each prospective Subscriber on request. (g) Agent acknowledges: (i) neither SEG nor the Licensor provides any investment advice; (ii) neither SEG nor the Licensor provides any clearing services; (iii) the Licensed Product and Data provided through the Licensed Product are not intended to provide legal, investment or tax advice and any Subscriber requiring such advice must consult professional advisors; and (iv) Neither SEG nor the Licensor assume any responsibility and shall not be liable to Agent, Subscribers or any other person for any decision made or action taken in reliance upon the Licensed Product, the Data or any other information or Data provided through the Licensed Product and/or Data.

Agent’s Responsibilities. Agent agrees with SEG as follows: (a) Each subsequent holder of any Note by its acceptance thereof irrevocably joins in the designation of WFCF as agent for Lenders as provided herein with the same force and effect as if it were an original Lender hereunder and signatory hereto. WFCF hereby accepts such designation and appointment as agent. Agent, acting as such under the provisions of this Agreement, or under any other instrument or document delivered pursuant hereto, shall not be liable or responsible, directly or indirectly, for any action taken, or omitted to be taken, by it in good faith, nor shall Agent be liable or responsible for the consequences of any oversight or error of judgment on its part, but Agent shall maintain high standards only be liable or responsible for any loss suffered by any of business conduct and Lenders hereunder provided such loss was caused by Agent's gross negligence or willful misconduct. Agent shall conduct its business at all times not, by any action or inaction hereunder, be deemed to make any representation or warranty regarding the legality, legal effect or sufficiency of any act of Borrower in such a manner as will reflect favorably on SEGconnection with, its affiliatesor under any of the provisions of, this Agreement, or any instrument or document delivered pursuant thereto, or the validity or enforceability of any instrument or document furnished to Agent pursuant to this Agreement. Agent shall have no liability or responsibility in connection with the collection or payment of any sums due to Lenders by Borrower, the Licensor and sole responsibility of Agent being to account to Lenders only for monies actually received by it. Agent shall have no obligation to make any application of any funds received by it until such funds are immediately available at Agent's office. Any monies received by Agent need not be segregated from other funds except to the Sources, as reasonably determined extent required by SEGlaw, and Agent shall avoid deceptivenot be liable for interest on any funds received by it. Agent shall not be charged with knowledge of any facts which would prohibit the making of any payment of monies in accordance with the provisions of this Agreement unless and until Agent shall have received written notice thereof at its office from Borrower or any Lender. The duties of Agent shall be mechanical and administrative in nature, misleading or unethical practices or advertising with Agent shall not, by reason of this Agreement, be deemed a fiduciary in respect to SEGof Lenders, the Licensed Product and/or the Dataand nothing in this Agreement shall impose upon Agent any obligations in respect of this Agreement except as expressly herein set forth. (b) SEG mayAgent shall have the right to exercise all the rights granted to, at and exercisable by, it under this Agreement and any instrument or document delivered pursuant to this Agreement, in such manner from time to time, as Agent in its sole discretion, provide Agent with demonstration copies of the Licensed Product at discounted rate. Agent and its employees may use the demonstration copies for demonstration purposes only and not for personal useshall deem proper. (c) Agent shall at all times comply agrees to provide each Lender with notice (and copies of documents, as appropriate) of any amendment, waiver or modification of the conditions terms of this Agreement and all SEG Policies.entered in accordance with Section 12.7; (d) Except as otherwise provided in this Agreement, Agent shall conduct business in its own name, and have and maintainbe entitled, at its own expenseoption, all licensesfrom time to time and at any time, permits and consents required to conduct its business and to perform its obligations under enter into any amendment of, or waive compliance with the terms of this Agreement including without limitation registration as a Broker/Dealer if obtaining prior approval from any Lender, provided that, without the prior approval of each Lender in each instance, Agent is a Broker Agent. (e) Agent shall under no circumstances make may not take any warranty, representation, covenant or agreement of any nature or kind on behalf of or purported to be binding on SEG or the Licensor unless previously expressly authorized in writing to do so by SEG. Agent shall not accept or purport to accept any Subscription Agreement on behalf of SEG or the Licensor. (f) Agent acknowledges that: (i) It has reviewed and understands the Subscriber Agreement and all of the representations, warranties, indemnities and disclaimers set forth therein; (ii) It will not make or permit its employees or representatives following actions with respect to make any representation to any prospective Subscriber, which in any manner whatsoever contradicts the terms, or provisions contained in the Subscriber Agreement and will provide a copy of the Subscriber Agreement to each prospective Subscriber on request. (g) Agent acknowledgesLoan: (i) neither SEG nor reduce the Licensor provides principal amount of any investment adviceLoans; (ii) neither SEG nor expressly change the Licensor provides any clearing servicesadvance rate; (iii) change the Licensed Product and Data provided through the Licensed Product are not intended to provide legal, investment or tax advice and any Subscriber requiring such advice must consult professional advisorsdefinition of Eligible Notes Receivable; and (iv) Neither SEG nor decrease the Licensor assume Applicable Interest Rate; (v) extend the Final Maturity Date of the Loan; or (vi) release any responsibility material Collateral or any material third party obligor (except as expressly authorized by this Agreement in the normal course of Borrower's business). Notwithstanding the foregoing, Agent may take any such actions referred to in such preceding sentences and each Lender shall be bound thereby with the consent of such Lenders (including Agent as a Lender for this purpose) whose total Pro Rata Payment Percentage is equal to or exceeds sixty-six and two-thirds percent (66 2/3%) of the outstanding principal balance of the Loan. Notwithstanding the foregoing, in the event that a Lender does not consent to any of the amendments or waivers requiring sixty-six and two-thirds percent (66 2/3%) consent under the previous paragraph, then such Lender shall not be liable obligated to Agentfund any additional Advances hereunder but it shall continue to receive its Pro Rata Payment Percentage of each repayment of principal and interest on the Loan in accordance with the terms of this Agreement. Furthermore, Subscribers in the event a Lender does not consent to any amendment or waivers regarding: (i) reduction of the principal amount of any other person for Loans; (ii) reduction of the Applicable Interest Rate; or (iii) any decision made subordination or action taken release of any material Collateral, except as set forth in reliance upon this Agreement or the Licensed ProductLoan Documents, then in any of such events any such modification shall be applicable only to new money advanced by Agent and such changes shall not be applicable in any way to the existing balance due under the Loan as of the date of such change. Notwithstanding anything to the contrary contained in this Section 13.11(d), Agent may, in its sole and absolute discretion, require that the Lenders (including WFCF) unanimously consent to the approval of any such action(s) referred to in this Section 13.11(d) before any such action(s) is taken. Borrower acknowledges and agrees that in the event that a Lender does not consent to any of the amendments or waivers requiring sixty-six and two-thirds percent (66 2/3%) consent under the previous paragraph and such Lender is not obligated to fund any additional Advances hereunder, the Data or Commitment will be reduced by an amount equal to the amount of any other information or Data provided through the Licensed Product and/or Dataunused portion of such Lender's Commitment.

Agent’s Responsibilities. Agent agrees with SEG as follows: (a) Each subsequent holder of any Note by its acceptance thereof irrevocably joins in the designation of Textron Financial Corporation as agent for the Lenders as provided herein with the same force and effect as if it were an original Lender hereunder and signatory hereto. Textron Financial Corporation hereby accepts such designation and appointment as agent. The Agent, acting as such under the provisions of this Agreement, or under any other instrument or document delivered pursuant hereto, shall not be liable or responsible, directly or indirectly, for any action taken, or omitted to be taken, by it in good faith, nor shall the Agent be liable or responsible for the consequences of any oversight or error of judgment on its part, but the Agent shall maintain high standards only be liable or responsible for any loss suffered by any of business conduct and the Lenders hereunder provided such loss was caused by the Agent's gross negligence or willful misconduct. The Agent shall conduct its business at all times not, by any action or inaction hereunder, be deemed to make any representation or warranty regarding the legality, legal effect or sufficiency of any act of the Borrower in such a manner as will reflect favorably on SEGconnection with, its affiliatesor under any of the provisions of, this Agreement, or any instrument or document delivered pursuant thereto, or the validity or enforceability of any instrument or document furnished to the Agent pursuant to this Agreement. The Agent shall have no liability or responsibility in connection with the collection or payment of any sums due to the Lenders by the Borrower, the Licensor sole responsibility of the Agent being to account to the Lenders only for monies actually received by it. The Agent shall have no obligation to make any application of any funds received by it until such funds are immediately available at the Agent's office. Any monies received by the Agent need not be segregated from other funds except to the extent required by law, and the SourcesAgent shall not be liable for interest on any funds received by it. The Agent shall not be charged with knowledge of any facts which would prohibit the making of any payment of monies in accordance with the provisions of this Agreement unless and until the Agent shall have received written notice thereof at its office from the Borrower or any Lender. The duties of the Agent shall be mechanical and administrative in nature, as reasonably determined the Agent shall not, by SEGreason of this Agreement, be deemed a fiduciary in respect of the Lenders, and nothing in this Agreement shall avoid deceptive, misleading or unethical practices or advertising with impose upon the Agent any obligations in respect to SEG, the Licensed Product and/or the Dataof this Agreement except as expressly herein set forth. (b) SEG may, at its discretion, provide Agent with demonstration copies of the Licensed Product at discounted rate. Agent and its employees may use the demonstration copies for demonstration purposes only and not for personal use. (c) The Agent shall at have the right to exercise all times comply with the conditions of rights granted to, and exercisable by, it under this Agreement and all SEG Policies. (d) Agent shall conduct business any instrument or document delivered pursuant to this Agreement, in such manner from time to time, as the Agent, in its own namesole discretion, and have and maintain, at its own expense, all licenses, permits and consents required to conduct its business and to perform its obligations under this Agreement including without limitation registration as a Broker/Dealer if Agent is a Broker Agentshall deem proper. (e) Agent shall under no circumstances make any warranty, representation, covenant or agreement of any nature or kind on behalf of or purported to be binding on SEG or the Licensor unless previously expressly authorized in writing to do so by SEG. Agent shall not accept or purport to accept any Subscription Agreement on behalf of SEG or the Licensor. (f) Agent acknowledges that: (i) It has reviewed and understands the Subscriber Agreement and all of the representations, warranties, indemnities and disclaimers set forth therein; (ii) It will not make or permit its employees or representatives to make any representation to any prospective Subscriber, which in any manner whatsoever contradicts the terms, or provisions contained in the Subscriber Agreement and will provide a copy of the Subscriber Agreement to each prospective Subscriber on request. (g) Agent acknowledges: (i) neither SEG nor the Licensor provides any investment advice; (ii) neither SEG nor the Licensor provides any clearing services; (iii) the Licensed Product and Data provided through the Licensed Product are not intended to provide legal, investment or tax advice and any Subscriber requiring such advice must consult professional advisors; and (iv) Neither SEG nor the Licensor assume any responsibility and shall not be liable to Agent, Subscribers or any other person for any decision made or action taken in reliance upon the Licensed Product, the Data or any other information or Data provided through the Licensed Product and/or Data.

Agent’s Responsibilities. Agent agrees with SEG as follows: (a) Each subsequent holder of any Note by its acceptance thereof irrevocably joins in the designation of Liberty Bank as agent for Lenders as provided herein with the same force and effect as if it were an original Lender hereunder and signatory hereto. Liberty Bank hereby accepts such designation and appointment as agent. Agent, acting as such under the provisions of this Agreement, or under any other instrument or document delivered pursuant hereto, shall not be liable or responsible, directly or indirectly, for any action taken, or omitted to be taken, by it in good faith, nor shall Agent be liable or responsible for the consequences of any oversight or error of judgment on its part, but Agent shall maintain high standards only be liable or responsible for any loss suffered by any of business conduct and Lenders hereunder provided such loss was caused by Agent’s gross negligence or willful misconduct. Agent shall conduct its business at all times not, by any action or inaction hereunder, be deemed to make any representation or warranty regarding the legality, legal effect or sufficiency of any act of Borrower in such a manner as will reflect favorably on SEGconnection with, its affiliatesor under any of the provisions of, this Agreement, or any instrument or document delivered pursuant thereto, or the validity or enforceability of any instrument or document furnished to Agent pursuant to this Agreement. Agent shall have no liability or responsibility in connection with the collection or payment of any sums due to Lenders by Borrower, the Licensor and sole responsibility of Agent being to account to Lenders only for monies actually received by it. Agent shall have no obligation to make any application of any funds received by it until such funds are immediately available at Agent’s office. Any monies received by Agent need not be segregated from other funds except to the Sources, as reasonably determined extent required by SEGlaw, and Agent shall avoid deceptivenot be liable for interest on any funds received by it. Agent shall not be charged with knowledge of any facts which would prohibit the making of any payment of monies in accordance with the provisions of this Agreement unless and until Agent shall have received written notice thereof at its office from Borrower or any Lender. The duties of Agent shall be mechanical and administrative in nature, misleading or unethical practices or advertising with Agent shall not, by reason of this Agreement, be deemed a fiduciary in respect to SEGof Lenders, the Licensed Product and/or the Dataand nothing in this Agreement shall impose upon Agent any obligations in respect of this Agreement except as expressly herein set forth. (b) SEG mayAgent shall have the right to exercise all the rights granted to, at and exercisable by, it under this Agreement and any instrument or document delivered pursuant to this Agreement, in such manner from time to time, as Agent in its sole discretion, provide Agent with demonstration copies of the Licensed Product at discounted rate. Agent and its employees may use the demonstration copies for demonstration purposes only and not for personal useshall deem proper. (c) Agent shall at all times comply agrees to provide each Lender with notice (and copies of documents, as appropriate) of the conditions any amendment, waiver or modification of the terms of this Agreement and all SEG Policies.entered in accordance with Section 7.2(m) hereof; (d) Except as otherwise provided in this Agreement, Agent shall conduct business in its own name, and have and maintainbe entitled, at its own expenseoption, all licensesfrom time to time and at any time, permits and consents required to conduct its business and to perform its obligations under enter into any amendment of, or waive compliance with the terms of this Agreement including without limitation registration as a Broker/Dealer if Agent is a Broker Agentobtaining prior approval from any Lender. (e) Agent shall under no circumstances make any warranty, representation, covenant or agreement of any nature or kind on behalf of or purported to be binding on SEG or the Licensor unless previously expressly authorized in writing to do so by SEG. Agent shall not accept or purport to accept any Subscription Agreement on behalf of SEG or the Licensor. (f) Agent acknowledges that: (i) It has reviewed and understands the Subscriber Agreement and all of the representations, warranties, indemnities and disclaimers set forth therein; (ii) It will not make or permit its employees or representatives to make any representation to any prospective Subscriber, which in any manner whatsoever contradicts the terms, or provisions contained in the Subscriber Agreement and will provide a copy of the Subscriber Agreement to each prospective Subscriber on request. (g) Agent acknowledges: (i) neither SEG nor the Licensor provides any investment advice; (ii) neither SEG nor the Licensor provides any clearing services; (iii) the Licensed Product and Data provided through the Licensed Product are not intended to provide legal, investment or tax advice and any Subscriber requiring such advice must consult professional advisors; and (iv) Neither SEG nor the Licensor assume any responsibility and shall not be liable to Agent, Subscribers or any other person for any decision made or action taken in reliance upon the Licensed Product, the Data or any other information or Data provided through the Licensed Product and/or Data.

Agent’s Responsibilities. Agent agrees with SEG as followsIn addition to those responsibilities stated elsewhere in this Agreement, AGENT shall: a. AGENT is required to maintain its own sales training and continuously maintain a full time staff of at least one (a1) Agent trained sales and marketing professional; b. Promote the Private Label Program in the Territory, conduct promotional activities, and advertise and distribute only Company approved promotional material as may be provided by Company to AGENT from time to time; c. Direct all Accountholders to purchase the Company’s Private Labeled Prepaid / Debit / Virtual / Mobile Wallet Card Programs card(s) directly from Company; d. If AGENT has a website and provides a link to Company’s website, AGENT shall maintain high standards of business conduct and shall conduct its business ensure that AGENT’s website at all times in such a manner as will reflect favorably on SEG, its affiliates, complies with all applicable laws and that the Licensor and the Sources, as reasonably determined by SEG, and shall avoid deceptive, misleading or unethical practices or advertising with respect to SEG, the Licensed Product and/or the Data. (b) SEG may, at its discretion, provide Agent with demonstration copies of the Licensed Product at discounted rate. Agent and its employees may use the demonstration copies for demonstration purposes only and not for personal use. (c) Agent shall at all times comply with the conditions of this Agreement and all SEG Policies. (d) Agent shall conduct business in its own name, and have and maintain, at its own expense, all licenses, permits and consents required to conduct its business and to perform its obligations under this Agreement including without limitation registration as a Broker/Dealer if Agent is a Broker Agent. (e) Agent shall under no circumstances make any warranty, representation, covenant or agreement of any nature or kind on behalf of or purported to be binding on SEG or the Licensor unless previously expressly authorized in writing to do so by SEG. Agent AGENT’s website shall not accept or purport to accept contain any Subscription Agreement on behalf of SEG or the Licensor. (f) Agent acknowledges that: (i) It has reviewed and understands the Subscriber Agreement and all of the representationsgambling, warrantiesadult entertainment, indemnities and disclaimers set forth therein; (ii) It will not make or permit its employees or representatives to make any representation to any prospective Subscriberobscene, which in any manner whatsoever contradicts the terms, or provisions contained in the Subscriber Agreement and will provide a copy of the Subscriber Agreement to each prospective Subscriber on request. (g) Agent acknowledges: (i) neither SEG nor the Licensor provides any investment advice; (ii) neither SEG nor the Licensor provides any clearing services; (iii) the Licensed Product and Data provided through the Licensed Product are not intended to provide legal, investment or tax advice and any Subscriber requiring such advice must consult professional advisors; and (iv) Neither SEG nor the Licensor assume any responsibility and shall not be liable to Agent, Subscribers fraudulent or any other person unlawful material or content or links to any websites containing same; e. AGENT shall require all prospective Accountholders to specifically identify AGENT by name in their written and on-line applications to Company for any decision made or action taken in reliance upon the Licensed ProductPrivate Label card(s), the Data or any other Private Label Program services, so that Company may assign AGENT’s Tracking Number to such Accounts and be able to fully account for and pay commission fees to AGENT for such Accounts. AGENT acknowledges and agrees that it is AGENT’s sole responsibility f. and risk that an Accountholder specifically identifies AGENT, and that an Accountholder’s failure to identify AGENT on its application form will result in Company being unable to connect such Accountholder to AGENT and pay AGENT commissions for the Accountholder’s Account. AGENT hereby releases Company from any obligation to pay AGENT commissions under such circumstances; g. Only provide pricing information to prospective Accountholders that has been provided by Company to AGENT; h. Not present itself as, or Data provided appear to be, a member or representative of Visa, not use any Visa-owned mxxx on marketing materials such as business cards, letterhead or stationery, and not knowingly enable Visa debit cards to be sold through the Licensed Product and/or Datamulti-level marketing (excluding Agent’s internal ISO network), or used for gambling, adult entertainment, or fraudulent activity; and i. Not accept money from Accountholders.