Common use of Agent’s Rights Clause in Contracts

Agent’s Rights. 3.3.1 In addition to any and all rights under the Collateral Documents, at any time after the occurrence and continuance of an Event of Default, Agent may, at any time in Agent's own name or in the name of Borrower, (1) communicate with Account Debtors, parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Agent's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (2) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Agent and that payments shall be made directly to Agent. Upon the request of Agent, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. 3.3.2 It is expressly agreed by Borrower and Owner Trustee that Borrower and Owner Trustee, as applicable, shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Agent shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Owner Trustee and any Person other than Agent) by reason of or arising out of the execution, delivery or performance of this Agreement, and Agent shall not be required or obligated in any manner (1) to perform or fulfill any of the obligations of Borrower thereunder, (2) to make any payment or inquiry, or (3) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. 3.3.3 For the purposes of allowing Agent to conduct a Field Examination, Borrower shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable prior notice (unless a Default or Event of Default has occurred and is continuing, in which event no notice shall be required and Agent shall have access at any and all times): (1) provide access to such facility or property to Agent and any of its officers, employees and Agent, as frequently as Agent determines to be appropriate; (2) permit Agent and any of its officers, employees and Agent to inspect, audit and make extracts from all of Borrower's books and records; and (3) subject to the Lessee's rights under any Lease, permit Agent to inspect, review, evaluate and make physical verifications and appraisals of any Equipment and other Collateral in any manner and through any medium that Agent considers advisable, and Borrower shall provide to Agent, at Borrower's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. Borrower shall make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower's books and records and any other instruments and documents which Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. Borrower's obligation to reimburse Agent for the costs of such Field Examinations shall not exceed $10,000 per year. 3.3.4 Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Agent at any time and from time to time, promptly upon Agent's request: (1) a reconciliation of all Accounts; (2) an aging of all Accounts; (3) trial balances; and (4) test verifications of such Accounts as Agent may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Agent the results of (i) any physical verifications of all or any portion of the Collateral made or observed by such accountants, and (ii) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Agent shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasks.

Agent’s Rights. 3.3.1 In addition to any and all rights under the Collateral Documents, at any time after the occurrence and continuance of an Event of Default, (a) Agent or Agent’s designee may, at any time in Agent's ’s own name or in the name of Borrower, after the occurrence and during the continuance of an Event of Default (1) communicate with Account DebtorsDebtors of Borrower, parties to Contracts and Leases, and including obligors in respect of Loan Paper, Notes Receivable, Accounts, Payment Intangibles, Documents, Instruments, Chattel Paper or other agreements included in the Collateral to verify to Agent's ’s satisfaction of the existence, amount and terms of any such Loan Paper, Notes Receivable, Accounts, ContractsPayment Intangibles, Documents, Instruments, Chattel Paper or other Collateral, (2) cause a back-up or replacement servicer to take possession of, administer, collect and enforce, the Pledged Loan Paper, Leases or Pledged Notes Receivable and other Collateral, and (23) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, Debtors and obligors in respect of Chattel Paper, Instruments, or other Persons obligated on the Collateral that such Collateral Agent has been assigned to Agent a security interest therein, and that payments shall be made directly to Agent. Upon the request of Agent, Borrower shall so notify such Account Debtors, parties Debtors and other Persons obligated on the Collateral. Once any such notice has been given to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases any Account Debtor or other Person obligated on the Collateral, Borrower shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. 3.3.2 It is expressly agreed by (b) Borrower and Owner Trustee that Borrower and Owner Trustee, as applicable, shall remain liable under all of its Loan Paper and each Contractof its other agreements, License contracts, Licenses and Lease to shall observe and perform all the conditions and obligations to be observed and performed by it thereunder, and neither of Agent nor any Lender shall have no any obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Owner Trustee and any Person other than Agent) with respect thereto by reason of or arising out of the execution, delivery or performance of this AgreementAgreement or any other Loan Documents, and neither Agent nor any Lender shall not be required or obligated in any manner (1i) to perform or fulfill any of the obligations of Borrower thereunder, (2ii) to make any payment or inquiry, or (3iii) to take any action of any kind to collect or enforce any performance or the payment of any amounts which that may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any ContractLoan Paper, License agreement, contract or LeaseLicense. 3.3.3 For the purposes of allowing Agent to conduct a Field Examination, (c) Borrower shall, with respect to each of its owned, leased, or controlled property properties or facilityfacilities, during normal business hours and upon reasonable prior advance notice (unless a Default or Event of Default has occurred and is continuing, in which event no notice shall be required and Agent shall have access at any and all times): (1i) provide access to such facility facilities or property properties to Agent Agent, any Lender and any of its their respective officers, employees and Agentagents, as frequently as Agent determines to be appropriate; (2ii) permit Agent Agent, any Lender and any of their respective officers, employees and agents to inspect, examine, audit and make extracts from all of its Books and Records, including without limitation management letters prepared by independent accountants; (iii) permit Agent, any Lender and any of its officers, employees and Agent to inspect, audit and make extracts from all of Borrower's books and records; and (3) subject to the Lessee's rights under any Lease, permit Agent agents to inspect, review, evaluate and make physical verifications and appraisals of any Equipment and other the Collateral in any manner and through any medium that Agent considers advisable; and (iv) permit Agent, any Lender and any of their respective officers, employees and agents to discuss with its officers and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects. Borrower shall provide to Agent, at Borrower's cost and ’s expense, such clerical and other assistance as may be reasonably requested with regard respect thereto. Representatives of Lenders may accompany Agent’s representatives on inspections and audits. Borrower shall make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower's books ’s Books and records Records and any other instruments and documents which that Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. Borrower's obligation If requested by Agent, Borrower shall execute an authorization letter addressed to reimburse its accountants authorizing Agent for the costs of such Field Examinations shall not exceed $10,000 per year. 3.3.4 Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Agent at any time and from time to time, promptly upon Agent's request: (1) a reconciliation of all Accounts; (2) an aging of all Accounts; (3) trial balances; and (4) test verifications of such Accounts as Agent may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Agent the results of (i) any physical verifications of all or any portion Lender to discuss the financial affairs of the Collateral made or observed by such Borrower with its accountants, and (ii) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Agent shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasks.

Agent’s Rights. 3.3.1 In Irrespective of the particular remedy exercised by the Agent in the event of the Grantor's default, the following provisions shall apply in addition to any provisions that may by law apply in the circumstances, the Grantor expressly agreeing thereto: 6.3.1 the Grantor undertakes to voluntarily surrender the Hypothecated Property to the Agent upon request, and agrees not to put any impediment in the way of, but rather to facilitate by all rights under legal means, the Collateral Documentsexercise of the powers hereby granted to the Agent and not to interfere therewith; in addition, the Agent may, but shall not be obliged to, conduct a verification of the Hypothecated Property, assemble or move any of such property or take proceedings or do or take any act or action in relation to the Hypothecated Property that it may deem advisable, the whole at the Grantor's expense; 6.3.2 the Agent may, in addition, at any time its discretion and at the Grantor's expense, whether after the occurrence Grantor has surrendered the Hypothecated Property and continuance until the Agent has exercised the hypothecary right which it intends to exercise, or whether after the Agent has chosen to take possession of the Hypothecated Property for purposes of administration, use or operate all or any part of the Hypothecated Property (without being obliged to make such property productive), change the destination of or alienate such property by onerous title (except for Hypothecated Property of little value) or charge such property with a hypothec or other real right, enter into or renew any leases for such amounts and on such terms and conditions as the Agent deems appropriate, make any repairs or renovations or undertake or complete any work; 6.3.3 the Agent may, in the exercise of its rights, renounce any right belonging to the Grantor, even where no valuable consideration is received; 6.3.4 the Agent shall not be bound to make an Event inventory, take out insurance or furnish other security to secure the performance of Default, its obligations; 6.3.5 the Agent may, at its discretion, take possession, through its officers, agents or mandataries, of all or any time in Agentpart of the Hypothecated Property, with full power to carry on, manage and conduct the Grantor's own name business; the Agent may use the Hypothecated Property or in the name of Borrower, (1) communicate with Account Debtors, parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Agent's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (2) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral information that such Collateral has been assigned to Agent and that payments shall be made directly to Agent. Upon the request of Agent, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. 3.3.2 It is expressly agreed by Borrower and Owner Trustee that Borrower and Owner Trustee, as applicable, shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Agent shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Owner Trustee and any Person other than Agent) obtains by reason of or arising out its administration for its own benefit; 6.3.6 the Grantor, through its officers and directors, shall forthwith execute such documents and transfers as may be necessary to place the Agent in legal possession of the execution, delivery or performance Hypothecated Property and the business of this Agreementthe Grantor in connection therewith, and thereupon all the powers, functions, rights and privileges of each and every one of the directors and officers of the Grantor shall cease and terminate with respect to the Hypothecated Property; 6.3.7 the Agent shall not be obliged to render an account with respect to its actions in the exercise of its hypothecary rights, except as stipulated by law. Should the Agent see fit to render an account, it may do so in summary fashion; 6.3.8 for the purpose of exercising any of its rights, the Agent may make use of any premises on which the Hypothecated Property is located, the whole at the Grantor's expense; 6.3.9 the Agent may, at its discretion, decide to sell and dispose of the Hypothecated Property as a whole or in separate parcels, by tender, public auction or private contract, on such date and on such terms and conditions as the Agent may stipulate, after giving such prior notices as are required by articles 2784 and following of the Civil Code of Quebec, and the Agent may make such sale for cash or obligated in credit upon such reasonable conditions as to upset or reserve bid or price and as to terms of payment as it may deem proper, and may rescind or vary any manner (1) to perform or fulfill contract of sale that may have been entered into and resell such property under any of the obligations of Borrower thereunderpowers conferred by this deed, (2) to make adjourn any payment or inquiry, or (3) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. 3.3.3 For the purposes of allowing Agent to conduct a Field Examination, Borrower shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable prior notice (unless a Default or Event of Default has occurred and is continuing, in which event no notice shall be required and Agent shall have access at any and all times): (1) provide access to such facility or property to Agent and any of its officers, employees and Agent, as frequently as Agent determines to be appropriate; (2) permit Agent and any of its officers, employees and Agent to inspect, audit and make extracts from all of Borrower's books and records; and (3) subject to the Lessee's rights under any Lease, permit Agent to inspect, review, evaluate and make physical verifications and appraisals of any Equipment and other Collateral in any manner and through any medium that Agent considers advisable, and Borrower shall provide to Agent, at Borrower's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. Borrower shall make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower's books and records and any other instruments and documents which Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may sale from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. Borrower's obligation to reimburse Agent for the costs of such Field Examinations shall not exceed $10,000 per year. 3.3.4 Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare execute and deliver to the purchaser or purchasers of the said property or any part thereof good and sufficient deed or deeds for the same, the Grantor hereby giving the Agent an irrevocable power of attorney for the purpose of making such sale and executing such deeds, and any such sale made as aforesaid shall be a perpetual bar in law and in equity against the Grantor and its assigns and against any other persons who may claim the said property or any part thereof from the Grantor or its assigns; and 6.3.10 the Agent, or its agents or representatives, may become purchasers at any time and from time to time, promptly upon Agent's request: (1) a reconciliation of all Accounts; (2) an aging of all Accounts; (3) trial balances; and (4) test verifications of such Accounts as Agent may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Agent the results of (i) any physical verifications of all or any portion sale of the Collateral Hypothecated Property, whether made under the power of sale herein contained or observed by such accountants, and (ii) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Agent shall be permitted pursuant to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasksforeclosure or other legal proceedings.

Agent’s Rights. 3.3.1 In addition (a) Agent shall have the right, but not the obligation, to take, at Pledgor’s sole expense, any actions that Pledgor is required under this IP Security Agreement to take but which Pledgor fails to take, after ten (10) calendar days’ written notice to Pledgor. Pledgor shall reimburse and indemnify Agent and Lenders for all costs and expenses incurred in the exercise of its rights under this Section 4. Second Amended and Restated Intellectual Property Security Agreement (b) Each Lender agrees to appoint Aspen Capital Advisors, LLC as its Agent for purposes of this IP Security Agreement. Each Lender hereby authorizes the Collateral DocumentsAgent to take such action and to exercise such powers hereunder as provided herein or as requested to or consented by the Lenders (acting together), together with such powers as are reasonably incidental thereto. Subject to the provisions of this Agreement, the Agent will not take any action contrary to the express written instructions of the Lenders (acting together) and will take any lawful action prescribed in express written instructions of the Lenders (acting together). The Agent may decline to take any action except upon the express written instructions of the Lenders (acting together) and the Agent may request a written ratification by the Lenders (acting together) of any action taken by it under this Agreement, which ratification shall not be unreasonably withheld, conditioned or delayed. The Agent shall not be obligated to take any action, or engage in any course of conduct, if the Lenders are not in agreement as to such action or course of conduct. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. (c) The Agent shall be entitled to resign at any time upon written notice to the Lenders and the Agent may be removed at any time for cause a vote of the Lenders holding a majority of the principal amounts of the secured indebtedness which is secured by a pledge of the Intellectual Property Collateral hereunder. Except as provided above, upon any such resignation or removal, the Lenders shall have the right to appoint a successor Agent by the vote of the Lenders holding a majority of the principal amounts of the secured indebtedness which is secured by a pledge of the Intellectual Property Collateral hereunder. If no successor Agent shall have been so appointed by such Lenders, and shall have accepted such appointment, within thirty (30) days after the occurrence and continuance retiring Agent’s giving of an Event notice of Defaultresignation or the Lenders’ removal of the retiring Agent, then the retiring Agent may, at any time in Agent's own name or in on behalf of the name of BorrowerLenders, (1) communicate with Account Debtors, parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Agent's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (2) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Agent and that payments shall be made directly to appoint a successor Agent. Upon the request acceptance of any appointment as the Agent hereunder by a successor Agent, Borrower such successor Agent shall so notify such Account Debtorsthereupon succeed to and become vested with all the rights, parties to Contractspowers, parties to Leasesprivileges and duties of the retiring Agent, and obligors in respect the retiring Agent shall be discharged from its duties and obligations as the Agent under this Agreement. After any retiring or the Agent’s resignation or removal hereunder as the Agent, the provisions of Instruments, Chattel Paper, Leases this Section 4 shall inure to its benefit as to any actions taken or other Collateralomitted to be taken by it while it was the Agent under this Agreement. 3.3.2 It is expressly agreed by Borrower (d) Subject to and Owner Trustee upon the other terms and conditions contained herein that Borrower and Owner Trusteelimit the obligations or duties of the Agent, as applicable, shall remain liable under each Contract, License and Lease to observe and perform all the conditions duties and obligations to be observed and performed by it thereunder, and Agent shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Owner Trustee and any Person other than Agent) by reason of or arising out of the executionAgent under this Agreement shall be those of a “collateral agent” and shall consist of and be limited to: (i) acquiring, delivery or performance of holding and enforcing the security interest granted by the Pledgor in the Collateral under this Agreement, and Agent shall not be required or obligated in any manner (1) to perform or fulfill any of the obligations of Borrower thereunder, (2) to make any payment or inquiry, or (3) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. 3.3.3 For the purposes of allowing Agent to conduct a Field Examination, Borrower shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable prior notice (unless a Default or Event of Default has occurred and is continuing, in which event no notice shall be required and Agent shall have access at any and all times): (1) provide access to such facility or property to Agent and any of its officers, employees and Agent, as frequently as Agent determines to be appropriate; (2ii) permit Agent and any of its officersselling, employees and Agent to inspectreleasing, audit and make extracts from all of Borrower's books and records; and (3) subject to the Lessee's rights under any Leasesurrendering, permit Agent to inspectrealizing upon or otherwise dealing with, review, evaluate and make physical verifications and appraisals of any Equipment and other Collateral in any manner and through in any medium that order, all or any portion of the Collateral, (iii) exercising (or refraining from exercising) any rights, remedies or powers of the Agent considers advisableunder this Agreement, and Borrower shall provide to Agent, at Borrower's cost and expense, such clerical the Loan Documents and other assistance as may be reasonably requested with regard thereto. Borrower shall make available to Agent and its counselagreements contemplated therein, as quickly as practicable or under the circumstances, originals or copies of all of Borrower's books and records and any other instruments and documents which Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. Borrower's obligation to reimburse Agent for the costs of such Field Examinations shall not exceed $10,000 per year. 3.3.4 Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Agent at any time and from time to time, promptly upon Agent's request: (1) a reconciliation of all Accounts; (2) an aging of all Accounts; (3) trial balances; and (4) test verifications of such Accounts as Agent may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Agent the results of (i) any physical verifications applicable law in respect of all or any portion of the Collateral made Collateral, (iv) making any demands or observed by such accountantsgiving any notices hereunder or under the other transaction documents, and (iiv) effecting amendments to or granting waivers or consents hereunder or under the other transaction documents. (e) Each of the Lenders hereby covenants and agrees to reimburse, indemnify and hold the Agent harmless from and against any verifications and all claims, actions, judgments, damages, losses, liabilities, costs, transfer or other taxes, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred or suffered without any bad faith, gross negligence or willful misconduct by the Agent, arising out of Borrower's Accounts, in each case when and if or incident to Agent’s actions or inactions as Agent with regard to its duties under or administration of this IP Security Agreement. Each Lender further agrees that any such verifications are conducted. reimbursements or indemnity payments to the Agent shall be permitted made according to observe each Lender’s pro rata share of the total aggregate principal amount outstanding under the Secured Notes at the time of the event that gave rise to such reimbursement or indemnity claim by the Agent. Second Amended and consult with Borrower and Borrower's certified public accountants in the performance of these tasks.Restated Intellectual Property Security Agreement

Agent’s Rights. 3.3.1 In addition (a) Notwithstanding anything contained herein to the contrary, BridgeBio or its Affiliates, each in its capacity as a Member of the Company (each in such capacity, the “Pledging Member”), shall be permitted to pledge or hypothecate any and or all of its economic ownership of Units, including all rights under to receive the Collateral DocumentsDistributions and allocations of income, at any time after gain, loss, deduction, credit and similar items to which the occurrence and continuance of an Event of DefaultPledging Member would be entitled, Agent may, at any time in Agent's own name or in the name of Borrower, (1) communicate with Account Debtors, parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Agent's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (2) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Agent and that payments shall be made directly to Agent. Upon the request of Agent, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. 3.3.2 It is expressly agreed by Borrower and Owner Trustee that Borrower and Owner TrusteeBlue Owl Capital Corporation, as applicableadministrative agent (together with its permitted successors and assigns, shall remain liable in such capacity, the “Agent”) under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Agent shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Owner Trustee and any Person other than Agent) by reason of or arising out of the execution, delivery or performance of this that certain Financing Agreement, dated as of January 17, 2024 (as amended, restated, amended and Agent shall not be required restated, supplemented or obligated in any manner (1) to perform or fulfill any of the obligations of Borrower thereunder, (2) to make any payment or inquiry, or (3) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. 3.3.3 For the purposes of allowing Agent to conduct a Field Examination, Borrower shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable prior notice (unless a Default or Event of Default has occurred and is continuing, in which event no notice shall be required and Agent shall have access at any and all times): (1) provide access to such facility or property to Agent and any of its officers, employees and Agent, as frequently as Agent determines to be appropriate; (2) permit Agent and any of its officers, employees and Agent to inspect, audit and make extracts from all of Borrower's books and records; and (3) subject to the Lessee's rights under any Lease, permit Agent to inspect, review, evaluate and make physical verifications and appraisals of any Equipment and other Collateral in any manner and through any medium that Agent considers advisable, and Borrower shall provide to Agent, at Borrower's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. Borrower shall make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower's books and records and any other instruments and documents which Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. Borrower's obligation to reimburse Agent for the costs of such Field Examinations shall not exceed $10,000 per year. 3.3.4 Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Agent at any time and otherwise modified from time to time, promptly upon the “Financing Agreement”), by and among BBIO, BridgeBio, Agent's request: (1) a reconciliation of all Accounts; (2) an aging of all Accounts; (3) trial balances; , the lenders from time to time party thereto and (4) test verifications the other parties from time to time party thereto, and any transfer of such Accounts economic rights pursuant to the Agent’s exercise of remedies in connection with any such pledge or hypothecation shall be permitted under this Agreement with no further action or approval required hereunder. Notwithstanding anything contained herein to the contrary, upon an event of default under the Financing Agreement, the Agent (or its assignee, transferee or designee, as Agent may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Agent the results of applicable) (i) shall have the right, without further approval of any physical verifications of all or any portion Member and without becoming a Member, to take economic ownership of the Collateral made or observed by such accountantsPledging Member’s Units (the “Foreclosed Units”) and to receive the Distributions and allocations of income, gain, loss, deduction, credit and similar items to which the Pledging Member would be entitled and (ii) shall not have the right to exercise any verifications of Borrower's Accountsthe Pledging Member’s voting rights, consent rights, control rights or status rights as a Member. For the avoidance of doubt, upon any such transfer of the economic ownership of Foreclosed Units, the Pledging Member shall cease to have any voting rights, consent rights, control rights or status rights as a Member with respect to the Foreclosed Units. (b) The parties hereto further agree that so long as any pledge or hypothecation of the Units in favor of the Agent is in effect, (x) the Company shall not elect that the Units become governed by Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware, (y) this Section 14.17 may not be amended or modified, in each case when case, without the prior written consent of the Agent and if any such verifications are conducted. (z) the Agent shall be permitted a third party beneficiary of the provisions of this Section 14.17. (c) The execution and delivery of this Agreement by a Member shall constitute any necessary approval of such Member under the Act to observe and consult with Borrower and Borrower's certified public accountants in the performance foregoing provisions of these tasksthis Section 14.17.

Agent’s Rights. 3.3.1 In addition The Agent may: (a) perform any of its functions under this Agreement by or through its personnel or agents; (b) refrain from exercising any right, power or discretion under this Agreement until it has received instructions from the Majority Banks as to whether (and, if so, how) it is to be exercised and shall in all cases be fully protected when acting, or (if so instructed) refraining from acting, in accordance with instructions from the Majority Banks; (c) treat (a) the Bank which makes available any share of an Advance as the Person entitled to repayment of that share unless all or part of it has been novated (or the Agent has received notice of assignment of all or part of it) in accordance with Clause 27.3 (Banks) and (b) the office notified by a Bank to the Agent for this purpose before the signing of this Agreement (or, as the case may be, set out in the relevant Novation Notice or notice of assignment) as its Facility Office unless the Agent has received from that Bank a notice of change of Facility Office in accordance with Clause 27.4 (Facility Offices). The Agent may act on any such notice until it is superseded by a further notice; (d) refrain from disclosing any document or information if such disclosure (and may refrain from doing anything else which) would or might in its opinion be contrary to any law or Directive, be a breach of any duty of secrecy or confidentiality or otherwise render it liable to any Person and all rights under the Collateral Documents, at may do anything which is in its opinion necessary to comply with any time after the occurrence and continuance of an law or Directive; (e) assume that no Event of Default, Agent mayPotential Event of Default or Early Repayment Event has occurred unless an officer of the Agent, at any time in performing the Agent's own name ’s functions under this Agreement, is notified of the contrary or in relation to payments only, acquires actual knowledge to the name contrary; and (f) refrain from taking any step (or further step) to protect or enforce the rights of Borrower, (1) communicate with Account Debtors, parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Agent's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (2) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Agent and that payments shall be made directly to Agent. Upon the request of Agent, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. 3.3.2 It is expressly agreed by Borrower and Owner Trustee that Borrower and Owner Trustee, as applicable, shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Agent shall have no obligation or liability whatsoever to any Person under any Contract, License this Agreement until it has been indemnified (or Lease (between Borrower, Owner Trustee and any Person other than Agentreceived confirmation that it will be so indemnified) by reason of or arising out of the execution, delivery or performance of this Agreement, and Agent shall not be required or obligated in any manner (1) and/or secured to perform or fulfill any of the obligations of Borrower thereunder, (2) to make any payment or inquiry, or (3) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. 3.3.3 For the purposes of allowing Agent to conduct a Field Examination, Borrower shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable prior notice (unless a Default or Event of Default has occurred and is continuing, in which event no notice shall be required and Agent shall have access at its satisfaction against any and all times): costs, losses, expenses or liabilities (1including legal fees) provide access to such facility which it would or property to Agent and any of its officers, employees and Agent, might sustain or incur as frequently as Agent determines to be appropriate; (2) permit Agent and any of its officers, employees and Agent to inspect, audit and make extracts from all of Borrower's books and records; and (3) subject to the Lessee's rights under any Lease, permit Agent to inspect, review, evaluate and make physical verifications and appraisals of any Equipment and other Collateral in any manner and through any medium that Agent considers advisable, and Borrower shall provide to Agent, at Borrower's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. Borrower shall make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower's books and records and any other instruments and documents which Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. Borrower's obligation to reimburse Agent for the costs of such Field Examinations shall not exceed $10,000 per yeara result. 3.3.4 Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Agent at any time and from time to time, promptly upon Agent's request: (1) a reconciliation of all Accounts; (2) an aging of all Accounts; (3) trial balances; and (4) test verifications of such Accounts as Agent may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Agent the results of (i) any physical verifications of all or any portion of the Collateral made or observed by such accountants, and (ii) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Agent shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasks.

Agent’s Rights. 3.3.1 In addition to The Borrower agrees that when any and all rights under the Collateral Documents, at any time after the occurrence and continuance of an Event of Default, Agent may, at any time in Agent's own name or in the name of Borrower, (1) communicate with Account Debtors, parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Agent's satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (2) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Agent and that payments shall be made directly to Agent. Upon the request of Agent, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. 3.3.2 It is expressly agreed by Borrower and Owner Trustee that Borrower and Owner Trustee, as applicable, shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Agent shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Owner Trustee and any Person other than Agent) by reason of or arising out of the execution, delivery or performance of this Agreement, and Agent shall not be required or obligated in any manner (1) to perform or fulfill any of the obligations of Borrower thereunder, (2) to make any payment or inquiry, or (3) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. 3.3.3 For the purposes of allowing Agent to conduct a Field Examination, Borrower shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable prior notice (unless a Default or Event of Default has occurred and is continuing, in which event no notice shall be required and the Agent shall have access at any the rights, options, duties and remedies of a secured party under applicable law and the rules of STB and under the UCC (regardless of whether such UCC or a law similar thereto has been enacted in a jurisdiction wherein the rights or remedies are asserted) as applicable, and the Agent shall have the following rights and remedies: (a) The Agent shall have all times): the rights of a secured party under the rules of STB and under the UCC to enforce the security interests contained herein. (1b) provide access to such facility The Agent personally or property to Agent and any of its officersby agents or attorneys, employees and Agent, as frequently as Agent determines to be appropriate; shall have the right (2) permit Agent and any of its officers, employees and Agent to inspect, audit and make extracts from all of Borrower's books and records; and (3) subject to the Lessee's rights under any Lease, permit Agent to inspect, review, evaluate and make physical verifications and appraisals of any Equipment and other Collateral in any manner and through any medium that Agent considers advisable, and Borrower shall provide to Agent, at Borrower's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. Borrower shall make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower's books and records and any other instruments and documents which Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. Borrower's obligation to reimburse Agent for the costs of such Field Examinations shall not exceed $10,000 per year. 3.3.4 Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Agent at any time and from time to time, promptly upon Agent's request: (1) a reconciliation of all Accounts; (2) an aging of all Accounts; (3) trial balances; and (4) test verifications of such Accounts as Agent may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Agent the results of (i) compliance with any physical verifications of all or any portion of the Collateral made or observed by such accountants, applicable mandatory legal requirements and (ii) the rights of the Equipment Lessees in the Equipment and under the Equipment Leases) to take immediate possession of the Collateral, or any verifications portion thereof, and for that purpose may pursue the same wherever it may be found, and may enter any of the premises of the Borrower's Accounts, with or without notice, demand, process of law or legal procedure, if this can be done without breach of the peace, and search for, take possession of, remove, keep and store the Collateral, or use and operate or lease the Collateral until sold, and the Borrower shall deliver, or cause to be delivered, possession of the Equipment to the Agent or its agents where the same may be found or at such place or places as the Agent may reasonably require. (c) The Agent shall have the right to deliver the Notice of Assignment to each of the Equipment Lessees. (d) Any Collateral repossessed by the Agent under or pursuant to this Section 7.1 may be sold, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Agent may, in each case compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Agent or after any overhaul or repair which the Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days’ prior written notice to Borrower specifying the times at which such disposition is to be made and if the intended sale price or other consideration therefor. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days’ prior written notice to Borrower specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction after publication of notice of such auction not less than 10 days prior thereto in two newspapers in general circulation in the City of New York. To the extent permitted by any such verifications are conductedrequirement of law, the Agent may itself bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to Borrower (except to the extent of surplus money received as provided in Section 7.3). In the payment of the purchase price therefor, the Agent shall be permitted entitled to observe have credit on account of the purchase price thereof of amounts owing to the Agent on account of the indebtedness hereby secured and consult with the Agent may deliver the claims for interest on or principal of the Loan or other indebtedness hereby secured in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. If, under mandatory requirements of applicable law, the Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to Borrower as hereinabove specified, the Agent need give Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. (e) The Agent may proceed to protect and Borrower's certified public accountants enforce this Security Agreement by suit or suits or proceedings in equity, at law or in bankruptcy, and whether for the specific performance of these tasksany covenant or agreement herein contained or in execution or aid of any power herein granted, or for foreclosure hereunder, or for the appointment of a receiver or receivers for the Collateral or any part thereof, for the recovery of judgment for the indebtedness hereby secured or for the enforcement of any other legal or equitable remedy available under applicable law.

Agent’s Rights. 3.3.1 In addition to any and all rights under the Collateral Documents, at any time after the occurrence and continuance of an Event of Default, Agent may, at any time in Agent's ’s own name or in the name of Borrower, (1) communicate with Account Debtors, parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Agent's ’s satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (2) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Agent and that payments shall be made directly to Agent. Upon the request of Agent, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. 3.3.2 It is expressly agreed by Borrower and Owner Trustee that Borrower and Owner Trustee, as applicable, shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Agent shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Owner Trustee and any Person other than Agent) by reason of or arising out of the execution, delivery or performance of this Agreement, and Agent shall not be required or obligated in any manner (1) to perform or fulfill any of the obligations of Borrower thereunder, (2) to make any payment or inquiry, or (3) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. 3.3.3 For the purposes of allowing Agent to conduct a Field Examination, Borrower shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable prior notice (unless a Default or Event of Default has occurred and is continuing, in which event no notice shall be required and Agent shall have access at any and all times): (1) provide access to such facility or property to Agent and any of its officers, employees and Agent, as frequently as Agent determines to be appropriate; (2) permit Agent and any of its officers, employees and Agent to inspect, audit and make extracts from all of Borrower's ’s books and records; and (3) subject to the Lessee's ’s rights under any Lease, permit Agent to inspect, review, evaluate and make physical verifications and appraisals of any Equipment and other Collateral in any manner and through any medium that Agent considers advisable, and Borrower shall provide to Agent, at Borrower's ’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. Borrower shall make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower's ’s books and records and any other instruments and documents which Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. Borrower's ’s obligation to reimburse Agent for the costs of such Field Examinations shall not exceed $10,000 per year. 3.3.4 Upon the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause its independent certified public accountants to prepare and deliver to Agent at any time and from time to time, promptly upon Agent's ’s request: (1) a reconciliation of all Accounts; (2) an aging of all Accounts; (3) trial balances; and (4) test verifications of such Accounts as Agent may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Agent the results of (i) any physical verifications of all or any portion of the Collateral made or observed by such accountants, and (ii) any verifications of Borrower's ’s Accounts, in each case when and if any such verifications are conducted. Agent shall be permitted to observe and consult with Borrower and Borrower's ’s certified public accountants in the performance of these tasks.

Agent’s Rights. 3.3.1 In addition to any and all rights under the Collateral Documents, at any time after the occurrence and continuance of an Event of DefaultDefault (other than Specified Events of Default during the Forbearance Period), Agent may, at any time in Agent's ’s own name or in the name of Borrower, (1) communicate with Account Debtors, parties to Contracts and Leases, and obligors in respect of Instruments, Chattel Paper or other Collateral to verify to Agent's ’s satisfaction the existence, amount and terms of any such Accounts, Contracts, Instruments, Chattel Paper, Leases or other Collateral, and (2) without prior notice to Borrower, notify Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Chattel Paper, Instruments, or other Collateral that such Collateral has been assigned to Agent and that payments shall be made directly to Agent. Upon the request of Agent, Borrower shall so notify such Account Debtors, parties to Contracts, parties to Leases, and obligors in respect of Instruments, Chattel Paper, Leases or other Collateral. 3.3.2 It is expressly agreed by Borrower and Owner Trustee that Borrower and Owner Trustee, as applicable, shall remain liable under each Contract, License and Lease to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Agent shall have no obligation or liability whatsoever to any Person under any Contract, License or Lease (between Borrower, Owner Trustee and any Person other than Agent) by reason of or arising out of the execution, delivery or performance of this Agreement, and Agent shall not be required or obligated in any manner (1) to perform or fulfill any of the obligations of Borrower thereunder, (2) to make any payment or inquiry, or (3) to take any action of any kind to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times under or pursuant to any Contract, License or Lease. 3.3.3 For the purposes of allowing Agent to conduct a Field Examination, Borrower shall, with respect to each owned, leased, or controlled property or facility, during normal business hours and upon reasonable prior notice (unless a Default or Event of Default has occurred and is continuing, in which event no notice shall be required and Agent shall have access at any and all times): hours: (1) provide access to such facility or property to Agent and any of its officers, employees and Agent, as frequently as Agent determines to be appropriate; (2) permit Agent and any of its officers, employees and Agent to inspect, audit and make extracts from all of Borrower's books ’s Books and recordsRecords; and (3) subject to the Lessee's ’s rights under any Lease, permit Agent to inspect, review, evaluate and make physical verifications and appraisals of any Equipment and other Collateral in any manner and through any medium that Agent considers advisable, and Borrower shall provide to Agent, at Borrower's ’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. Borrower shall make available to Agent and its counsel, as quickly as practicable under the circumstances, originals or copies of all of Borrower's books ’s Books and records Records and any other instruments and documents which Agent may reasonably request. Borrower shall deliver any document or instrument reasonably necessary for Agent, as it may from time to time request, to obtain records from any service bureau or other Person that maintains records for Borrower. Agent shall be entitled to cause a Field Examination to be completed at times and as often as it deems necessary in its sole discretion. Borrower shall reimburse Agent upon demand for the expense of such Field Examinations whether the examination is performed by Agent or a third party approved by Agent. Borrower's ’s obligation to reimburse Agent for the costs of such Field Examinations shall not exceed $10,000 20,000 per year. 3.3.4 Upon the occurrence . At all times, it is understood and during the continuance of an Event of Default, agreed by Borrower that all expenses in connection with any such Field Examination which may be incurred by Borrower, at its own expense, shall cause its any officers and employees thereof and the attorneys and independent certified public accountants to prepare therefor shall be expenses payable by Borrower and deliver to shall not be expenses of Agent at any time and from time to time, promptly upon Agent's request: (1) a reconciliation of all Accounts; (2) an aging of all Accounts; (3) trial balances; and (4) test verifications of such Accounts as Agent may request. Borrower, at its own expense, shall cause its independent certified public accountants to deliver to Agent or the results of (i) any physical verifications of all or any portion Lenders nor part of the Collateral made or observed by such accountants, and (ii) any verifications of Borrower's Accounts, in each case when and if any such verifications are conducted. Agent shall be permitted to observe and consult with Borrower and Borrower's certified public accountants in the performance of these tasksforegoing cap.