Common use of Appointment of Agent Clause in Contracts

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmed.

Appointment of Agent. Each Bank and the holder of each Note irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesCompany. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s 's Percentage, but excluding any such expenses expense resulting from Agent’s 's gross negligence or willful wilful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful wilful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. (a) Each Lender hereby designates Bank and the holder of each Note appoints and irrevocably authorizes Agent to act on behalf of such Bank or holder all Lenders as Agent under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as Documents. The provisions of this Section 8.2 are specifically delegated to or required solely for the benefit of Agent by and Lenders and neither Borrower nor any other Person shall have any rights as a third party beneficiary of any of the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documentsprovisions hereof. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, the Agent shall act solely as an agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for Borrower or any other Person. Each Lender acknowledges and agrees that the Company use of the word “Agent” is for convenience only and that Bank is merely the representative of Lenders and only has the contractual duties set forth herein. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of Agent shall be ministerial and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document, or otherwise a fiduciary relationship in respect of any Lender. Neither Agent nor any of its Subsidiaries. Each Bank agrees (which agreement Affiliates nor any of their respective officers, directors, employees, agents, or representatives shall survive be liable to any termination of this Agreement) Lender for any action taken or omitted to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred be taken by Agent it hereunder or under any other Loan Document, or in connection herewith or with an Event of Default therewith, except for damages solely caused by its or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Any Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, each Lender hereby agrees that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the collections of funds from Borrower and its Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Loans, for itself or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the funds received from Borrower and any of its Subsidiaries as provided in the Loan Documents, (e) open and maintain such amounts bank accounts and cash management accounts as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and collection of funds from Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of each Lender with respect to Borrower, the Obligations, the Collateral, the collection of funds from Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay any expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents. (b) If Agent shall request instructions from the Requisite Lenders or all Lenders with respect to any act or action (including a failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from taking such act or such action unless and until Agent shall have received instructions from the Requisite Lenders or all Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so paid by the Banks shall constitute additional Indebtedness hereunderrefraining. Agent shall not be required fully justified in failing or refusing to take any action hereunder or under any other Loan Document if (i) such action would, in the opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan DocumentsDocument, (ii) such action would, in the opinion of Agent, expose Agent to Environmental Liabilities and Costs, or to prosecute or defend any suit in respect of the Loan Documents, unless (iii) Agent shall not first be indemnified to its satisfaction by the Banks against loss, costs, any and all liability and expense (excluding liability resulting that may be incurred by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from its gross negligence acting hereunder or willful misconduct). If under any indemnity furnished to Agent shall become impaired other Loan Document in accordance with the instructions of the Requisite Lenders or Agent shall elect to have such indemnity confirmed by the Banks (all Lenders, as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedapplicable.

Appointment of Agent. Each Bank Lender agrees that, in the sole discretion of Lender, Borrower may, by written notice to Lender, designate a Lead Borrower to receive advances from Lender, make payments to Lender, communicate with Lender and generally represent the interests of the Borrowers with respect to the subject matter of this Agreement; notwithstanding the foregoing, Lender may, at its sole discretion and upon notice to each of the Borrowers, make advances directly to each of the Borrowers, require that payments due hereunder be made to Lender by each of the Borrowers, require each of the Borrowers to communicate directly with Lender, for its own account, and generally deal independently and separately with each of the Borrowers. Until so notified by Lender, each of the Borrowers hereby agree that any and all funds advanced by Lender pursuant to the terms of this Agreement, shall be advanced to the Lead Borrower and may be deposited or transferred into the general corporate account of Lead Borrower, as agent and/or trustee for Borrowers. Lead Borrower hereby agrees to keep detailed and accurate records of all such disbursements made to any other Borrowers. Lead Borrower hereby agrees to keep detailed and accurate records of all loans and dealings between or among Lead Borrower and the holder other Borrowers. Borrowers agree to furnish copies of each Note such records to Lender upon request. Each Borrower, other than the Lead Borrower hereby irrevocably makes, constitutes, designates and appoints Lead Borrower as its agent and/or trustee with full power to receive all notices, request all Advances hereunder and irrevocably authorizes Agent to act deal generally with Lender as agent and/or trustee for the Borrowers and Lead Borrower is hereby granted full power and authority to bind the Borrowers in respect of any term, condition, covenant or undertaking embraced in this Agreement. Lender may, without liability or responsibility to the Borrowers rely upon the instructions or other communications of Lead Borrower on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent each of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or Borrowers in connection herewith with any notifications, requests or communications required or permitted to be given hereunder with an Event the same force and effect as if actually given by each Borrower; each Borrower hereby agrees to indemnify and hold Lender harmless from and against any liability, claim, suit, action, penalty, fine or damage arising out of Default or incurred in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting connection with Lender's reliance upon communications from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect Lead Borrower on behalf of the Loan Documents, unless indemnified Borrowers. It is specifically understood and agreed that any Advance made hereunder by Lender to its satisfaction by Lead Borrower shall be considered and treated as an Advance to the Banks against loss, costs, liability Borrowers and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent each Borrower shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedjointly and severally liable therefor.

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ ' fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s 's Percentage, but excluding any such expenses resulting from Agent’s 's gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmed.

Appointment of Agent. (a) Each Bank and Lender hereby designates the holder of each Note appoints and irrevocably authorizes Agent to act as herein specified. Each Lender hereby irrevocably authorizes the Agent to take such action on its behalf under the provisions of such Bank or holder under this Agreement and Credit Agreement, the other Loan Credit Documents and any other instruments and agreements referred to herein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with thereof and to take such other actions or exercise such other powers as may be are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, including without limitation interest, fees, charges and expenses received pursuant to this Credit Agreement or any other Credit Document for the power ratable benefit of the Lenders. The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective directors, officers, employees, agents and Affiliates. The exculpatory provisions of this Article shall apply to execute or authorize any such sub-agent and to the execution directors, officers, employees, agents and Affiliates of financing or similar statements or noticesthe Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility contemplated hereby as well as any activities as Agent. The Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. (b) The provisions of this Article XII are solely for the benefit of the Agent and the Lenders, and none of the Credit Parties or any Subsidiary or Affiliate thereof shall have any rights as a third party beneficiary of any of the provisions hereof (other documentsthan Section 12.8). In performing its functions and duties under this Credit Agreement, the Agent shall act solely as agent of the Banks Lenders, and does not assume it is understood and shall not be deemed to have assumed any obligation towards or relationship agreed that the use of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder term “agent” herein or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the any other Loan Documents Credit Document (or any other instrument executed pursuant hereto, and for which similar term) with reference to the Agent is not reimbursed by Company, pro rata according intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence term is used as a matter of market custom and is intended to create or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedreflect only an administrative relationship between contracting parties.

Appointment of Agent. (a) Each Bank and the holder of each Note appoints Lender hereby designates Corre Credit Fund, LLC as its agent and irrevocably authorizes Agent it to act execute and deliver the Loan Documents, binding the Lenders to the terms thereof, take action on such Xxxxxx’s behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise the powers and to perform the duties described therein and to exercise such other powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Agent may perform any of its duties by or through its agents or employees or by or through one or more sub-agents appointed by it. (b) Each Lender further irrevocably authorizes the Agent to accept, including without limitation for and on behalf of the power Lenders, any parallel debt obligations with the Loan Parties pursuant to execute or authorize which the execution Agent shall have its own, independent right to demand payment of financing or similar statements or noticesthe amounts payable by each Loan Party in connection with the Obligations. (c) The provisions of this Article are solely for the benefit of Agent and the Lenders, and other documentsexcept as expressly set forth herein, Loan Parties shall not have any rights with respect to any of the provisions hereof. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any no obligation towards toward or relationship of agency or trust with or for Borrower. (d) Notwithstanding any provision to the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of contrary elsewhere in this Agreement, (i) prior to reimburse granting any material consent, waiver or approval hereunder, the Agent for all reasonable out-of-pocket expenses shall first consult with and receive the consent or direction from the Required Lenders, (including house and outside attorneys’ feesii) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not elect to not take any material action hereunder without first consulting with and receiving the direction or consent from the Required Lenders, (iii) the Required Lenders have the power to direct the Agent in the exercise of its powers and the performance of its duties under the Loan Documents and the Agent agrees to act in accordance with such directions of the Required Lenders; provided that in no event shall the Agent be required to take comply with any action under such directions to the Loan Documentsextent that the Agent reasonably believes that its compliance with such directions would be unlawful, could cause the Agent reputational harm, or to prosecute for which the Agent does not reasonably believe it is adequately indemnified. In all circumstances, the consent or defend any suit in respect direction of the Loan Documents, unless indemnified to its satisfaction Required Lenders may be proved by the Banks against losswritten instruction of the Required Lenders, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)or, in each case as determined the Agent’s discretion, by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided e-mail from the Required Lenders or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedtheir counsel.

Appointment of Agent. (a) Each Bank and the holder of each Note appoints and irrevocably authorizes Lender hereby designates Wachovia as Administrative Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Note or participation in any Letter of Credit by the acceptance of a Note or participation shall be deemed irrevocably to authorize, the Agent to take such action on its behalf under the provisions of such Bank or holder under this Credit Agreement and the Notes and any other Loan Documents instruments and agreements referred to herein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with thereof and such other powers as may be are reasonably incidental thereto. The Administrative Agent shall hold all Collateral and all payments of principal, including without limitation interest, Fees, charges and expenses received pursuant to this Credit Agreement or any other Credit Document for the power to execute ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or authorize through its agents or employees. (b) The provisions of this Article XIII are solely for the execution benefit of financing or similar statements or noticesthe Agent and the Lenders, and none of the Borrowers shall have any rights as a third party beneficiary of any of the provisions hereof (other documentsthan Section 13.9). In performing its functions and duties under this Credit Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for any Borrower. (c) Without limiting the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination generality of this Section 13.1, each Lender expressly authorizes the Administrative Agent to determine, subject to the terms of this Credit Agreement) , including, without limitation, Section 14.10(b)(vi), on behalf of such Lender whether or not Accounts shall be deemed to reimburse Agent constitute Eligible Accounts Receivable, or whether or not machinery, equipment and vehicles shall be deemed to constitute Eligible M&E&I, Eligible Serialized Equipment Held for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder Resale or in connection herewith or with an Event of Default or in enforcing Eligible Vehicles, as the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant heretocase may be, and for which Agent is not reimbursed by Companyto establish reserves, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconductadjust advance rates and modify eligibility criteria in the calculation of the Borrowing Base. Any such amounts so paid Such authorization may be withdrawn by the Banks shall constitute additional Indebtedness hereunder. Required Lenders; provided, however, that unless otherwise agreed by the Administrative Agent such withdrawal of authorization shall not be required to take any action under become effective until the Loan Documents, or to prosecute or defend any suit in respect thirtieth day after receipt of the Loan Documents, unless indemnified to its satisfaction such notice by the Banks against lossAdministrative Agent. Thereafter, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent the Required Lenders shall become impaired or Agent shall elect to have such indemnity confirmed by jointly instruct the Banks (as to specific matters or otherwise), in each case as determined by Administrative Agent in its reasonable judgment, Agent writing regarding such matters with such frequency as the Required Lenders shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedjointly determine.

Appointment of Agent. Each Bank Lender and the holder of each Note irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank Lender or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesBorrower. Each Bank Lender agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ feesfees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company Borrower under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by CompanyBorrower, pro rata according to such BankLender’s Weighted Percentage, but excluding any such expenses expense resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks Lenders against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes GE Capital is hereby appointed Agent hereunder to act on behalf of such Bank or holder all Lenders as Agent under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as Documents. The provisions of this Section 9.2 are specifically delegated to or required solely for the benefit of Agent by and Lenders and neither Borrower or any Subsidiary of Borrower nor any other Person shall have any rights as a third party beneficiary of any of the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documentsprovisions hereof. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, the Agent shall act solely as an agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for Borrower, any Subsidiary of Borrower or any other Person. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the Company other Loan Documents. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Neither Agent nor any of its Subsidiaries. Each Bank agrees (which agreement officers, directors, employees, agents or representatives shall survive be liable to any termination of this Agreement) Lender for any action taken or omitted to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred be taken by Agent it hereunder or under any other Loan Document, or in connection herewith or with an Event of Default therewith, unless caused by its or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction after all possible appeals have been exhausted. Any such amounts so paid by The agency hereby created shall in no way impose any of the Banks shall constitute additional Indebtedness rights and powers of, or impose any duties or obligations upon, Agent in its individual capacity as a Lender hereunder. Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not performing the duties and functions delegated to it hereunder. Agent may resign at any time by giving thirty (30) days prior written notice thereof to Lenders and Borrower. Upon any such resignation, Requisite Lenders shall have the right, upon five (5) days notice to Borrower, to appoint a successor Agent. Upon acceptance of appointment, the successor Agent shall succeed to and become vested with all rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be required discharged from all of its duties and obligations under this Agreement and the other Loan Documents. If Agent shall request instructions from Requisite Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Requisite Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan Documents, Document or to prosecute or defend any suit in respect of the Loan Documents, unless (b) if Agent shall not first be indemnified to its satisfaction by the Banks against loss, costs, any and all liability and expense (excluding liability resulting which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from its gross negligence acting hereunder or willful misconduct). If under any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by other Loan Document in accordance with the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedinstructions of Requisite Lenders.

Appointment of Agent. Each Bank Subject to the terms and conditions herein set forth, the holder Company hereby appoints PMG as its exclusive marketing agent to consult with and advise the Company, and, on a "best efforts" basis, to assist the Company with the solicitations of each Note appoints subscriptions for Units in connection with the Company's offering of the Units. Agent will offer and irrevocably authorizes Agent to act on behalf of such Bank or holder under this sell Units in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Subscription Agreement and this Agreement. On the other Loan Documents basis of the representations, warranties and agreements herein contained, and subject to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereofconditions herein set forth, together PMG accepts such appointment and agrees to consult with such powers and advise the Company as may be reasonably incidental thereto, including without limitation to matters relating to the power Offering and agrees to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing use its functions and duties under best efforts to solicit subscriptions for Units in accordance with this Agreement; provided, however, that the Agent shall act solely as agent of the Banks and does not assume and shall will not be deemed to have assumed responsible for obtaining subscriptions for any obligation towards or relationship specific number of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant heretoUnits, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall will not be required to purchase any Units and will not be obligated to take any action under the Loan which is inconsistent with any applicable law, regulation, decision or order or decree, directive, agreements or memorandum of or with any court, regulatory body, administrative agency, or other government body. Units will be offered by means of Subscription Documents, substantially in the respective forms set forth as Exhibit C to the Prospectus. The parties agree that Units may be sold by the Agent or to prosecute by other SEC or defend any suit state registered investment advisors appointed by the Agent (each an "Additional Soliciting Advisor"), provided that each such other registered investment advisor executes an Additional Soliciting Advisor Agreement in respect the form attached hereto as Exhibit A. The Soliciting Agent and each Additional Soliciting Advisor will notify the Company of the Loan Documentsidentity of the investment advisor representative of the Agent or Additional Soliciting Advisor, unless indemnified as the case may be, credited with the sale of each Unit (such investment advisor representative being referred to its satisfaction by as the Banks against loss, costs, liability "Responsible Advisor" and expense (excluding liability resulting from its gross negligence or willful misconductsuch Unit being referred to as a "Credited Unit"). If any indemnity furnished The Soliciting Agent and each Additional Soliciting Advisor will agree diligently to Agent shall become impaired or Agent shall elect make inquiries of each prospective purchaser of Units concerning the suitability of such an investment for such person and to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent retain in its reasonable judgmentrecords and make available to the Company for a period of a least six years, Agent shall give notice thereof to information establishing that an investment in Units is suitable for each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedpurchaser of Units solicited by them.

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes GE Capital is hereby appointed Agent hereunder to act on behalf of such Bank or holder all Lenders as Agent under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as Documents. The provisions of this Section 9.2 are specifically delegated to or required solely for the benefit of Agent by and Lenders and neither Borrower, any of its Subsidiaries nor any other Person shall have any rights as a third party beneficiary of any of the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documentsprovisions hereof. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, the Agent shall act solely as an agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for Borrower, any Subsidiary of Borrower or any other Person. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the Company other Loan Documents. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Neither Agent nor any of its Subsidiaries. Each Bank agrees (which agreement officers, directors, employees, agents or representatives shall survive be liable to any termination of this Agreement) Lender for any action taken or omitted to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred be taken by Agent it hereunder or under any other Loan Document, or in connection herewith or with an Event of Default therewith, unless caused by its or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction after all possible appeals have been exhausted. Any such amounts so paid by The agency hereby created shall in no way impose any of the Banks shall constitute additional Indebtedness rights and powers of, or impose any duties or obligations upon, Agent in its individual capacity as a Lender hereunder. Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not performing the duties and functions delegated to it hereunder. Agent may resign at any time by giving thirty (30) days prior written notice thereof to Lenders and Borrower. Upon any such resignation, Requisite Lenders shall have the right, upon five (5) days notice to Borrower, to appoint a successor Agent. Upon acceptance of appointment, the successor Agent shall succeed to and become vested with all rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be required discharged from all of its duties and obligations under this Agreement and the other Loan Documents. If Agent shall request instructions from Requisite Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Requisite Lenders, and Agent shall not incur liability to any Person by reason of so refraining. Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan Documents, Document or to prosecute or defend any suit in respect of the Loan Documents, unless (b) if Agent shall not first be indemnified to its satisfaction by the Banks against loss, costs, any and all liability and expense (excluding liability resulting which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from its gross negligence acting hereunder or willful misconduct)under any other Loan Document in accordance with the instructions of Requisite Lenders. If any indemnity furnished Except where this Agreement requires that the written consent of Lenders, or a Lender, be presented to Borrower, Borrower may rely on the signature of Agent shall become impaired or Agent shall elect to have such indemnity confirmed by as presumptive evidence of the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided consent of Lenders or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedLender.

Appointment of Agent. Each Bank and the holder of each Note irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesBorrowers. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company Borrowers under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by CompanyBorrowers, pro rata according to such Bank’s 's Weighted Percentage, but excluding any such expenses expense resulting from Agent’s 's gross negligence or willful wilful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful wilful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes Agent GE Capital is hereby appointed to act on behalf of such Bank or holder all Lenders as Agent under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as Documents. The provisions of this Section 9.2 are specifically delegated to or required solely for the benefit of Agent by and Lenders and no Credit Party nor any other Person shall have any rights as a third party beneficiary of any of the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documentsprovisions hereof. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, except to the extent provided in Section 1.10, Agent shall act solely as an agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for any Credit Party or any other Person. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the Company other Loan Documents. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Except as expressly set forth in this Agreement and the other Loan Documents, Agent shall not have any duty to disclose, and shall not be liable for failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries or any Account Debtor that is communicated to or obtained by GE Capital or any of its SubsidiariesAffiliates in any capacity. Each Bank agrees (which agreement Neither Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or representatives shall survive be liable to any termination of this Agreement) Lender for any action taken or omitted to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred be taken by Agent it hereunder or under any other Loan Document, or in connection herewith or with an Event of Default therewith, except for damages caused by its or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s their own gross negligence or willful misconduct. Any If Agent shall request instructions from Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such amounts act or taking such action unless and until Agent shall have received instructions from Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so paid by the Banks shall constitute additional Indebtedness hereunderrefraining. Agent shall not be required fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan DocumentsDocument, (b) if such action would, in the opinion of Agent, expose Agent to Environmental Liabilities or to prosecute or defend any suit in respect of the Loan Documents, unless (c) if Agent shall not first be indemnified to its satisfaction by the Banks against loss, costs, any and all liability and expense (excluding liability resulting which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from its gross negligence acting hereunder or willful misconduct). If under any indemnity furnished to Agent shall become impaired other Loan Document in accordance with the instructions of Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or Agent shall elect to have such indemnity confirmed by the Banks (all affected Lenders, as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedapplicable.

Appointment of Agent. Each Bank Lender agrees that, in the sole discretion of Lender, Borrower may, by written notice to Lender, designate a Lead Borrower to receive advances from Lender, make payments to Lender, communicate with Lender and generally represent the interests of the Borrowers with respect to the subject matter of this Agreement; notwithstanding the foregoing, Lender may, at its sole discretion and upon notice to each of the Borrowers, make advances directly to each of the Borrowers, require that payments due hereunder be made to Lender by each of the Borrowers, require each of the Borrowers to communicate directly with Lender, for its own account, and generally deal independently and separately with each of the Borrowers. Until so notified by Lender, each of the Borrowers hereby agree that any and all funds advanced by Lender pursuant to the terms of this Agreement, shall be advanced to the Lead Borrower and may be deposited or transferred into the general corporate account of Lead Borrower, as agent and/or trustee for Borrowers. Lead Borrower hereby agrees to keep detailed and accurate records of all such disbursements made to any other Borrowers. Lead Borrower hereby agrees to keep detailed and accurate records of all loans and dealings between or among Lead Borrower and the holder other Borrowers. Borrowers agree to furnish copies of each Note such records to Lender upon request. Each Borrower, other than the Lead Borrower hereby irrevocably makes, constitutes, designates and appoints Lead Borrower as its agent and/or trustee with full power to receive all notices, request all Advances hereunder and irrevocably authorizes Agent to act deal generally with Lead Borrower as agent and/or trustee for the Borrowers is hereby granted full power and authority to bind the Borrowers in respect of any term, condition, covenant or undertaking embraced in this Agreement. Lender may, without liability or responsibility to the Borrowers rely upon the instructions or other communications of Lead Borrower on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent each of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or Borrowers in connection herewith with any notifications, requests or communications required or permitted to be given hereunder with an Event the same force and effect as if actually given by each Borrower; each Borrower hereby agrees to indemnify and hold Lender harmless from and against any liability, claim, suit, action, penalty, fine or damage arising out of Default or incurred in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting connection with Lender's reliance upon communications from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect Lead Borrower on behalf of the Loan Documents, unless indemnified Borrowers. It is specifically understood and agreed that any Advance made hereunder by Lender to its satisfaction by Lead Borrower shall be considered and treated as an Advance to the Banks against loss, costs, liability Borrowers and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent each Borrower shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedjointly and severally liable therefor.

Appointment of Agent. Each Bank of the Lenders hereby irrevocably designates and appoints NationsBank, N.A. as the Agent of such Lender under this Agreement and the holder of other Loan Documents, and each Note appoints and Lender irrevocably authorizes the Agent, as the Agent for such Lender, to act take such action on its behalf under the provisions of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder perform such duties as are specifically expressly delegated to or required of the Agent by the terms hereof of this Agreement and thereofsuch other Loan Documents, together with such other powers as may be are reasonably incidental thereto. Without limiting the generality of the foregoing, including without limitation each Lender expressly authorizes the power Agent to execute determine on behalf of such Lender (i) any reduction or authorize increase of advance rates applicable to the execution Borrowing Base, so long as such advance rates do not at any time exceed the rates set forth in the definition "BORROWING BASE", (ii) the creation or elimination of financing any reserves against the Revolving Credit Facility or similar statements or noticesthe Borrowing Base, and (iii) whether specific Inventory or Receivables shall be deemed to constitute Eligible Inventory or Eligible Receivables. Such authorization may be withdrawn by the Required Lenders by giving the Agent written notice of such withdrawal signed by the Required Lenders; PROVIDED, HOWEVER, that unless otherwise agreed by the Agent, such withdrawal of authorization shall not become effective until the 30th Business Day after receipt of such notice by the Agent. Thereafter, the Required Lenders shall jointly instruct the Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine. Notwithstanding any provision to the contrary elsewhere in this Agreement or the other documents. In performing its functions and duties under this AgreementLoan Documents, the Agent shall act solely as agent of the Banks not have any duties or responsibilities, except those expressly set forth herein and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company therein, or any of its Subsidiaries. Each Bank agrees (which agreement fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under be read into this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from otherwise exist against the Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmed.

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes Agent to act on behalf of such Bank or holder under (a) Until this Agreement is terminated pursuant to Section 11, BTC is authorized as our agent to lend on a disclosed basis our securities held in custody by BTC to such borrowers as appear on your approved list of borrowers, a copy of which you may obtain at any time upon request, at the time of any loan and on such terms as BTC shall in its sole discretion decide. Such borrowers may include Bankers Trust International PLC, an affiliate of BTC, if we provide BTC with our authorization in the form attached as Exhibit A hereto, and certain United Kingdom entities, if we provide BTC with our authorization in the form attached hereto as Exhibit B. BTC shall further be authorized as our agent to sign agreements with borrowers, ownership or other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers certificates as may be reasonably incidental thereto, including without limitation required by the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents Internal Revenue Service or any other instrument executed pursuant heretotax authorities, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action other actions necessary to effect such loans. (b) We acknowledge that BTC acts as agent for other securities lending clients who may hold some of the same securities as we may hold and, accordingly, that any given loan to a borrower may be allocated among several of BTC's clients. We agree that BTC shall have full discretion to allocate such loans among BTC's clients as it deems appropriate and shall have no obligation to include us in any such allocation. (c) We represent that:(i) [COMPANY] is a ________________ established pursuant to _____________________; (ii) we have and will have the right to lend the securities subject to loans hereunder; (iii) the assets subject to this Agreement [do / do not] consist of assets which are deemed to be plan assets under the Loan DocumentsEmployee Retirement Income Security Act of 1974, or to prosecute the Internal Revenue Code of 1986, each as amended; (iv) the execution, delivery and performance of this Agreement are within our powers, have been and remain duly authorized by all necessary action and will not violate or defend constitute a default under any suit in respect applicable law or regulation or of the Loan Documentsany decree, unless indemnified to its satisfaction by the Banks against lossorder, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank andagreement or instrument binding on us; (v) no consent (including, until but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such additional indemnity is provided or such existing indemnity is confirmedconsents as have been obtained and are in full force and effect, Agent may cease to do the acts to be indemnified and all conditions of which have been duly complied with; and (vi) this Agreement constitutes a legal, valid and binding obligation enforceable against until such additional indemnity is given or confirmedus in accordance with its terms.

Appointment of Agent. Each Bank and the holder of each Note (if issued) irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesCompany. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ feesfees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses expense resulting from Agent’s gross negligence or willful wilful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful wilful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes Agent America is hereby appointed to act on behalf of such Bank or holder all Holders as the Agent under this Agreement and the other Loan Documents Documents. The provisions of this Section 9.2 are solely for the benefit of the Agent and to exercise such powers hereunder the Holders and thereunder neither the Borrower nor any other Person shall have any rights as are specifically delegated to or required a third party beneficiary of Agent by any of the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documentsprovisions hereof. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, the Agent shall act solely as an agent of the Banks Holders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for the Company Borrower or any other Person. The Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of the Agent shall be mechanical and administrative in nature and the Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Neither the Agent nor any of its Subsidiaries. Each Bank agrees (which agreement Affiliates nor any of their respective officers, directors, employees, agents or representatives shall survive be liable to any termination of this Agreement) Holder for any action taken or omitted to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred be taken by Agent it hereunder or under any other Loan Document, or in connection herewith or with an Event of Default therewith, except for damages solely caused by its or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Any If the Agent shall request instructions from the Requisite Lenders, Supermajority Lenders or all Lenders, as applicable, with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then the Agent shall be entitled to refrain from such amounts so paid by act or taking such action unless and until the Banks Agent shall constitute additional Indebtedness hereunder. have received instructions from the Requisite Lenders, Supermajority Lenders or all Lenders, as applicable, and the Agent shall not incur liability to any Person by reason of so refraining. The Agent shall be required fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the Loan Documents, or to prosecute or defend any suit in respect opinion of the Agent, be contrary to law or the terms of this Agreement or any other Loan DocumentsDocument, unless (b) if such action would, in the opinion of the Agent, expose the Agent to Environmental Liabilities or (c) if the Agent shall not first be indemnified to its satisfaction by the Banks against loss, costs, any and all liability and expense (excluding liability resulting which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Holder shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from its gross negligence acting hereunder or willful misconduct)under any other Loan Document in accordance with the instructions of the Requisite Lenders, Supermajority Lenders or all Lenders, as applicable. If any indemnity furnished The Lenders hereby authorize and direct the Agent to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by execute and deliver the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedIntercreditor Agreements.

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes Agent GE Capital is hereby appointed to act on behalf of such Bank or holder all Lenders as Agent under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as Documents. The provisions of this Section 9.2 are specifically delegated to or required solely for the benefit of Agent by and Lenders and no Credit Party nor any other Person shall have any rights as a third party beneficiary of any of the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documentsprovisions hereof. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, and, notwithstanding the use of the term "Agent", Agent shall act solely as agent an independent contractor and contractual representative of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency agency, trust or trust other fiduciary with or for any Lender, Credit Party or any other Person. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the Company other Loan Documents. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Neither Agent nor any of its Subsidiaries. Each Bank agrees (which agreement Affiliates nor any of their respective officers, directors, employees, agents, attorneys or representatives shall survive be liable to any termination of this Agreement) Lender for any action taken or omitted to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred be taken by Agent it hereunder or under any other Loan Document, or in connection herewith or with an Event of Default therewith, except for damages solely caused by its or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Any If Agent shall request instructions from Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such amounts act or taking such action unless and until Agent shall have received instructions from Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so paid by the Banks shall constitute additional Indebtedness hereunderrefraining. Agent shall not be required fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan DocumentsDocument, (b) if such action would, in the opinion of Agent, expose Agent to Environmental Liabilities or to prosecute or defend any suit in respect of the Loan Documents, unless (c) if Agent shall not first be indemnified to its satisfaction by the Banks against loss, costs, any and all liability and expense (excluding liability resulting which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from its gross negligence acting hereunder or willful misconduct). If under any indemnity furnished to Agent shall become impaired other Loan Document in accordance with the instructions of Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or Agent shall elect to have such indemnity confirmed by the Banks (all affected Lenders, as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedapplicable.

Appointment of Agent. Each (a) Until this Agreement is terminated pursuant to Section 11, Lending Agent is authorized as Client’s agent to lend any of Client’s securities held in trust or in custody by Client’s custodian, Huntington National Bank (“Custodian”), except those securities which Client or Client’s investment adviser specifically identifies in written notices to Lending Agent should not be loaned, whether because the securities have been sold or otherwise. Lending Agent shall have no authority or responsibility for determining whether any of Client’s securities should be excluded from the lending program. The securities may be loaned to such borrowers as appear on Lending Agent’s approved list of borrowers on such terms as Lending Agent and the holder borrower negotiate. Client may obtain a copy of the approved list of borrowers at any time upon request. Lending Agent is further authorized to terminate any loan at any time in its sole discretion. Lending Agent is authorized as Client’s agent to sign agreements with borrowers, ownership or other certificates as may be required by the Internal Revenue Service or any other regulatory authorities, and to take any other actions necessary or desirable to effect such loans and/or the investment of any collateral received for such loans, including master securities lending agreements and tri-party agreements. Lending Agent is further authorized to identify Client as the principal in securities lending transactions to potential borrowers and applicable governmental, regulatory and taxing authorities. (b) Client acknowledges that Lending Agent acts as agent for other securities lending clients (collectively, the “Securities Lending Program”) who may hold some of the same securities as Client may hold and, accordingly, that any given loan to a borrower may be comprised of securities owned by several of Lending Agent’s clients. Client agrees that Lending Agent shall have full discretion to allocate such loans among Lending Agent’s clients by such equitable methods as Lending Agent deems appropriate and that Lending Agent shall have no obligation to include Client in any such allocation. Lending Agent does not represent or warrant that any amount or percentage of Client’s securities will, in fact, be loaned. (c) Client represents and covenants that: (i) the securities subject to loans under this Agreement are free and clear of all liens, claims, security interests and encumbrances and Client has and will have the right, power and authority to lend those securities under this Agreement; (ii) the assets subject to this Agreement are not plan assets under the Employee Retirement Income Security Act of 1974, or the Internal Revenue Code of 1986, each Note appoints as amended; (iii) the execution, delivery and irrevocably authorizes performance of this Agreement are within Client’s powers, have been and remain duly authorized by all necessary action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Client; (iv) no consent of any applicable governmental authority or body is necessary for Client to execute and lend securities under this Agreement, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (v) this Agreement constitutes a legal, valid and binding obligation, enforceable against Client in accordance with its terms; and (vi) Client’s tax identification number is accurately indicated below Client’s signature to this Agreement. (d) In effecting securities loans and managing the associated collateral, Lending Agent may appoint BMO Asset Management Corp. or another affiliate as Lending Agent’s agent, but any such appointment shall not relieve Lending Agent of its obligations under this Agreement. (e) Client agrees to act on behalf of such Bank or holder take any and all steps reasonably necessary and as may be reasonably requested by Lending Agent from time to time to ensure that Custodian agrees to and acts in compliance with the Client’s obligations under this Agreement and any securities loan agreement outstanding during the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination term of this Agreement. Also, Lending Agent is authorized to request a third-party bank to perform certain custodial functions involving the holding of collateral. (f) As to reimburse special resolution regimes (“SSRs”), Client agrees that Lending Agent for may, as Client’s agent, do any or all reasonable out-of-pocket expenses of the following: (including house and outside attorneys’ feesi) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents agree to amend any master securities loan agreement, master repurchase agreement, or any other instrument executed agreement entered into by Lending Agent on Client’s behalf pursuant heretoto the SLAA, whether in the form of industry standard or bespoke agreements (“Applicable Agreements”), including agreeing to contractually acknowledge stays and for which Agent is not reimbursed by Companyoverrides of default rights that would apply under SSRs and the potential bail-in of liabilities under SRRs, pro rata according (ii) adhere to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid protocols published by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to International Swaps and Derivatives Association, Inc., including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto, regarding the Applicable Agreements, or (iii) take any other action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)on Client’s behalf that Lending Agent, in each case as determined by Agent in its reasonable judgmentsole discretion, Agent shall give notice thereof deems necessary to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease comply with regulations related to do the acts to be indemnified against until such additional indemnity is given or confirmedSRRs.

Appointment of Agent. Each Bank Lender and the holder of each Note irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank Lender or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesBorrowers. Each Bank Lender agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company Borrowers under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by CompanyBorrowers, pro rata according to such Bank’s Lender's Percentage, but excluding any such expenses expense resulting from Agent’s 's gross negligence or willful wilful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks Lenders against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful wilful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank After the occurrence of any of the events of default set forth in Paragraph 14 and upon the holder declaration by Lender of each Note such default, to protect Lender's interest in the Receivables, Inventory and other collateral, Borrower appoints and irrevocably authorizes Agent Lender as Borrower' s attorney-in-fact, or any person or entity that Lender from time to time appoints to act on behalf in this capacity. Such appointment shall be effective immediately upon declaration of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent default by the terms hereof and thereofLender. As Borrower's attorney-in-fact, together with such powers as may be reasonably incidental thereto, including without limitation Lender shall have the power to execute endorse Borrower's name on checks, notes, acceptances, drafts, or authorize other forms of payment or security that may come into Lender's possession. Such attorney may also sign Borrower's name on any invoices or bills of lading relating to any Receivables or Inventory or on any tax refund checks or drafts, or on drafts against the execution Customers, on schedules and confirmations of assignments of Receivables or Inventory, on notices of assignments, financing or similar statements or noticesunder the Uniform Commercial Code and other public records, on verifications of accounts and on notices to Customers. Lender may also notify the post office authorities to change the address for delivery of Borrower's mail to an address designated by Lender. Lender may receive, open and dispose of all mail addressed to Borrower. Lender may send requests for verifications of accounts to Customers, and do all other documents. In performing its functions and duties under things necessary to carry out this Agreement, the Agent shall act solely as agent . Borrower ratifies and confirms all acts of the Banks attorney. Neither the attorney-in-fact, if a separate person or entity is designated, nor Lender will be liable for any act or omission, or any error in judgment or mistake of fact or law. These powers granted to Lender and does not assume the attorney are coupled with an interest, and shall cannot be deemed revoked by Borrower so long as Borrower is indebted to have assumed Lender or Lender has a security interest in any obligation towards Receivable or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedcollateral.

Appointment of Agent. Each Bank Lender and the holder of each Note (if issued) irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank Lender or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesCompany. Each Bank Lender agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ feesfees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of the Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by the Company, pro rata according to such BankLender’s Percentage, but excluding any such expenses expense resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks Lenders shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks Lenders against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank All actions or proceedings with respect to the Note and this Mortgage shall be instituted in the holder courts of each Note appoints the State of New Jersey, County of Bergen or Passaic or the United States District Court for the State of New Jersey and by execution and delivery of the Mortgage, Mortgagor irrevocably and unconditionally submits to the jurisdiction (both subject matter and personal) of such court, and irrevocably authorizes Agent and unconditionally waives (i) any objection Mortgagor may have or hereafter may have to act the laying of venue in such court, and (ii) any claim that any action or proceeding in such court has been brought in an inconvenient forum. Mortgagor agrees that so long as Mortgagor shall be obligated to Mortgagee under the Note or this Mortgage, Mortgagor shall maintain duly appointed agents satisfactory to Mortgagee for the service of process in the State of New Jersey and shall keep Mortgagee advised in writing of the identity and location of such agents. The failure of such agents to give notice to Mortgagor of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Waiver of Marshaling/Waiver of Redemption. Mortgagor hereby waives all rights, legal and equitable, it may now or hereafter have to require marshaling of assets or to require upon foreclosure sales of assets in particular order. Mortgagor also hereby waives to the extent permitted by law, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption was now or hereafter in force and all rights of marshaling in the event of any sale of the premises or any part thereof. Further, Mortgagor hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Mortgage on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or noticesMortgagor, and other documents. In performing its functions on behalf of each and duties under this Agreement, every person acquiring any interest in or title to the Agent shall act solely as agent of premises subsequent to the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination date of this Agreement) Mortgage and on behalf of all such persons to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred the extent permitted by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedapplicable law.

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes Agent to act on behalf of such Bank or holder under (a) Until this Agreement is terminated pursuant to Section 11, BTC is authorized as our agent to lend on a disclosed basis our securities held in custody by BTC to such borrowers as appear on your approved list of borrowers, a copy of which you may obtain at any time upon request, at the time of any loan and on such terms as BTC shall in its sole discretion decide. Such borrowers may include Bankers Trust International PLC, an affiliate of BTC, if we provide BTC with our authorization in the form attached as Exhibit A hereto, and certain United Kingdom entities, if we provide BTC with our authorization in the form attached hereto as Exhibit B. BTC shall further be authorized as our agent to sign agreements with borrowers, ownership or other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers certificates as may be reasonably incidental thereto, including without limitation required by the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents Internal Revenue Service or any other instrument executed pursuant heretotax authorities, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action other actions necessary to effect such loans. (b) We acknowledge that BTC acts as agent for other securities lending clients who may hold some of the same securities as we may hold and, accordingly, that any given loan to a borrower may be allocated among several of BTC's clients. We agree that BTC shall have full discretion to allocate such loans among BTC's clients as it deems appropriate and shall have no obligation to include us in any such allocation. (c) We represent that:(i) [COMPANY] is a ________________ established pursuant to _____________________; (ii) we have and 2 will have the right to lend the securities subject to loans hereunder; (iii) the assets subject to this Agreement [do / do not] consist of assets which are deemed to be plan assets under the Loan DocumentsEmployee Retirement Income Security Act of 1974, or to prosecute the Internal Revenue Code of 1986, each as amended; (iv) the execution, delivery and performance of this Agreement are within our powers, have been and remain duly authorized by all necessary action and will not violate or defend constitute a default under any suit in respect applicable law or regulation or of the Loan Documentsany decree, unless indemnified to its satisfaction by the Banks against lossorder, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank andagreement or instrument binding on us; (v) no consent (including, until but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such additional indemnity is provided or such existing indemnity is confirmedconsents as have been obtained and are in full force and effect, Agent may cease to do the acts to be indemnified and all conditions of which have been duly complied with; and (vi) this Agreement constitutes a legal, valid and binding obligation enforceable against until such additional indemnity is given or confirmedus in accordance with its terms.

Appointment of Agent. Each Fleet National Bank and the holder of each Note appoints and irrevocably authorizes Agent is hereby appointed to act on behalf of such Bank or holder all Lenders as Agent under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as Documents. The provisions of this Section 9.2 are specifically delegated to or required solely for the benefit of Agent by and Lenders and no Borrower nor any other Person shall have any rights as a third party beneficiary of any of the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documentsprovisions hereof. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, the Agent shall act solely as an agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for any Borrower or any other Person. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the Company other Loan Documents. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Neither Agent nor any of its Subsidiaries. Each Bank agrees (which agreement Affiliates nor any of their respective officers, directors, employees, agents or representatives shall survive be liable to any termination of this Agreement) Lender for any action taken or omitted to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred be taken by Agent it hereunder or under any other Loan Document, or in connection herewith or with an Event of Default therewith, except for damages solely caused by its or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Any If Agent shall request instructions from Requisite Lenders, Requisite Revolving Lenders, or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such amounts act or taking such action unless and until Agent shall have received instructions from Requisite Lenders, Requisite Revolving Lenders, or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so paid by the Banks shall constitute additional Indebtedness hereunderrefraining. Agent shall not be required fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan DocumentsDocument, (b) if such action would, in the opinion of Agent, expose Agent to Environmental Liabilities, or to prosecute or defend any suit in respect of the Loan Documents, unless (c) if Agent shall not first be indemnified to its satisfaction by the Banks against loss, costs, any and all liability and expense (excluding liability resulting which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from its gross negligence acting hereunder or willful misconduct). If under any indemnity furnished to Agent shall become impaired other Loan Document in accordance with the instructions of Requisite Lenders, Requisite Revolving Lenders, or Agent shall elect to have such indemnity confirmed by the Banks (all affected Lenders, as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedapplicable.

Appointment of Agent. (a) Each Bank and the holder of each Note appoints Lender hereby designates Corre Credit Fund, LLC as its agent and irrevocably authorizes Agent it to act execute and deliver the Loan Documents, binding the Lenders to the terms thereof, take action on such Lender’s behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise the powers and to perform the duties described therein and to exercise such other powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Agent may perform any of its duties by or through its agents or employees or by or through one or more sub-agents appointed by it. (b) Each Lender further irrevocably authorizes the Agent to accept, including without limitation for and on behalf of the power Lenders, any parallel debt obligations with the Loan Parties pursuant to execute or authorize which the execution Agent shall have its own, independent right to demand payment of financing or similar statements or noticesthe amounts payable by each Loan Party in connection with the Obligations. (c) The provisions of this Article are solely for the benefit of Agent and the Lenders, and other documentsexcept as expressly set forth herein, Loan Parties shall not have any rights with respect to any of the provisions hereof. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any no obligation towards toward or relationship of agency or trust with or for Borrower. (d) Notwithstanding any provision to the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of contrary elsewhere in this Agreement, (i) prior to reimburse granting any material consent, waiver or approval hereunder, the Agent for all reasonable out-of-pocket expenses shall first consult with and receive the consent or direction from the Required Lenders, (including house and outside attorneys’ feesii) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not elect to not take any material action hereunder without first consulting with and receiving the direction or consent from the Required Lenders, (iii) the Required Lenders have the power to direct the Agent in the exercise of its powers and the performance of its duties under the Loan Documents and the Agent agrees to act in accordance with such directions of the Required Lenders; provided that in no event shall the Agent be required to take comply with any action under such directions to the Loan Documentsextent that the Agent reasonably believes that its compliance with such directions would be unlawful, could cause the Agent reputational harm, or to prosecute for which the Agent does not reasonably believe it is adequately indemnified. In all circumstances, the consent or defend any suit in respect direction of the Loan Documents, unless indemnified to its satisfaction Required Lenders may be proved by the Banks against losswritten instruction of the Required Lenders, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)or, in each case as determined the Agent’s discretion, by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided e-mail from the Required Lenders or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedtheir counsel.

Appointment of Agent. (a) Each Bank Existing Shareholder irrevocably constitutes and the holder of each Note appoints Agent as such Existing Shareholder’s true and irrevocably lawful agent, proxy and attorney-in-fact and authorizes Agent acting for such Existing Shareholder and in such Existing Shareholder name, place and stead, in any and all capacities, to do and perform every act and thing required or permitted to be done by such Existing Shareholder or Agent hereunder or otherwise in connection with the agreements and transactions contemplated by this Agreement, as fully to all intents and purposes as such Existing Shareholder might or could do in person, including without limitation: (i) Direct the escrow agent under the Private Placement Warrant Escrow Agreement to release Existing Shareholder’s Warrants held thereunder upon their sale pursuant to the terms of this Agreement. (ii) Take any and all action on behalf of such Bank Existing Shareholder as Agent may deem necessary or holder under desirable to effect this Agreement Agreement; and (iii) Engage and employ agents and representatives (including accountants, legal counsel and other professionals), which may include affiliates of the Agent, and to incur such other expenses as Agent deems necessary or prudent in connection with the administration of the foregoing, including customary brokerage fees and commissions. (b) Each Existing Shareholder grants unto Agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as such Agent might or could do in person, hereby ratifying and confirming all that Agent may lawfully do or cause to be done by virtue hereof. Each Existing Shareholder will, by executing this Agreement, agree that such agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of Agent and the other Loan Documents Xxxxx Participants and to exercise shall survive the death, incapacity, or bankruptcy of such powers hereunder Existing Shareholder. Each Existing Shareholder acknowledges and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the agrees that upon execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Existing Shareholder shall be bound by any delivery by Agent of any waiver, amendment, agreement, opinion, certificate or other documents executed by Agent or any decisions made by Agent pursuant to this Agreement as fully as if such Existing Shareholder had executed and delivered such documents and made such decisions. (c) Agent shall act solely as agent not have by reason of the Banks and does not assume and this Agreement a fiduciary relationship in respect of any Existing Shareholder, except in respect of amounts received on behalf of such Existing Shareholder. Agent shall not be deemed liable to have assumed any obligation towards Existing Shareholder for any action taken or relationship of agency or trust with or for the Company omitted by Agent or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred agent employed by Agent it hereunder or under or in connection herewith or with an Event the transactions contemplated by this Agreement, except that Agent shall not be relieved of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and liability imposed by law for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any Agent shall not be liable to any Existing Shareholder for any apportionment or distribution of payments made by it in good faith, and if any such amounts so paid by apportionment or distribution is subsequently determined to have been made in error the Banks sole recourse of any Existing Shareholder to whom payment was due, but not made, shall constitute additional Indebtedness hereunderbe to recover from any other Existing Shareholder any payment in excess of the amount of which they are determined to have been entitled. Agent shall not be required to take make any action under inquiry concerning either the Loan Documents, performance or to prosecute or defend observance of any suit in respect of the Loan Documentsterms, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence provisions or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedconditions of this Agreement.

Appointment of Agent. Each Bank and the holder of each Note (a) The Holder irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents Holder and to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereofhereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks Holder and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company Pledgor. (b) The Agent shall have no duties or responsibilities except those expressly set forth herein, and shall not, by reason of this Agreement or otherwise, have a fiduciary relationship with the Holder. (c) The Agent may resign as such at any time upon at least sixty (60) days prior notice to the Pledgor and the Holder. If the Agent at any time shall resign the Holder shall appoint a successor agent ("Successor Agent"); provided, however that any such Successor Agent shall be a trust company or other institution which is authorized to conduct business as a trust company in Canada maintains an office in the Province of its SubsidiariesOntario. Each Bank agrees Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any Successor Agent such documents of transfer and assignment as such Successor Agent may reasonably request. If a Successor Agent is not so appointed or does not accept such appointment before the resigning Agent's resignation becomes effective, the resigning Agent may appoint a temporary successor to act until such appointment by the Holder is made and accepted. Such Successor Agent shall succeed to all of the rights and obligations of the resigning Agent as if originally named. (which agreement shall survive any termination d) The Holder, subject to the terms and conditions of this Agreement, grants the Agent full power and authority as attorney-in-fact to institute and maintain actions, suits or proceedings for the collection and enforcement of any the Security Interest granted pursuant to this Agreement and to file such documents as may be necessary to have the claims of the Holder allowed in any proceeding relative to the Pledgor and to take such other actions which the Agent considers to be necessary or desirable for the protection, collection and enforcement of this Agreement. (e) It is expressly understood and agreed that the Agent shall be entitled to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an assume that no Event of Default or in enforcing has occurred and is continuing, unless the obligations Agent has received written notice from the Holder specifying such Event of Company under this Agreement or Default has occurred. (f) Except as otherwise expressly provided herein, whenever the other Loan Documents or Agent is authorized and empowered hereunder to take any other instrument executed pursuant heretoaction on behalf of the Holder (including the exercise of any right or remedy hereunder), and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take such action only when so requested by the Holder. (g) Except as otherwise expressly provided under this Agreement, the Agent will take such action, assert such rights and pursue such remedies under this Agreement as the Holder shall direct. (h) The Agent is authorized on behalf of the Holder, without the necessity of any notice to or further consent from the Holder to take any action under with respect to any Pledged Shares which may be necessary to perfect and maintain a perfected security interest in and Liens upon the Loan Documents, or Pledged Shares granted pursuant to prosecute or defend any suit in respect this Agreement. (i) The Parties hereto shall equally pay the Agent all of the Loan Documentsreasonable and documented fees, unless indemnified expenses and disbursements of the Agent and counsel to its satisfaction by the Banks against lossAgent incurred in connection with the preparation, costsnegotiation, liability delivery and expense (excluding liability resulting execution of this Agreement and all other reasonable and documented costs and expenses of the Agent from its gross negligence or willful misconduct). If any indemnity furnished time to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by time in connection with the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do fulfillment of the acts to be indemnified against until such additional indemnity is given or confirmedAgent's duties under this Agreement.

Appointment of Agent. Each Bank Jaron hereby appoints its parent corporation, D&K, as its agent and attorney-in-fact to take any action, execute any document or instrument, consent or agree to any modification or amendment hereto or waiver of or departure from any of the holder terms hereof, to perform any Obligation of each Note appoints any Borrower hereunder, and irrevocably authorizes Agent to act give or receive any notice by or to any Borrower hereunder. Without limiting the generality of the foregoing, D&K may request Loans or incur any other Obligation for the account of any Borrower, may elect on behalf of such Bank or holder under this Agreement the Borrowers to have interest accrued pursuant to Section 2.1.3 hereof, shall prepare and deliver to Lender all reports concerning the other Loan Documents Collateral and to exercise such powers hereunder and thereunder as are specifically delegated to or all financial statements required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, and each Borrower shall be fully bound by the Agent shall act solely statements and actions of D&K acting as agent hereunder. Lender shall be entitled to rely absolutely and without duty of the Banks and does not assume and inquiry or investigation upon any agreement, request, communication or other notice given by D&K hereunder. Any notice given by Lender to D&K shall not be deemed given to have assumed any obligation towards all Borrowers, whether or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under not this Agreement or the other Loan Documents or specifically so provides. This appointment of D&K as agent shall be irrevocable, and Lender shall have no duty to act in accordance with any direction given by any other instrument executed pursuant heretoBorrower. This provision is intended, and for among other things, to protect Lender against inconsistent directions given by individual Borrowers. It shall be a condition to Lender's obligations hereunder that each Borrower shall at all times have appointed a single entity as its agent, which Agent is not reimbursed by Company, pro rata according agent shall be acceptable to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent Lender in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedsole discretion.

Appointment of Agent. Each Bank The Issuer hereby appoints the Company as its agent and authorizes the holder of each Note appoints and irrevocably authorizes Agent Company to act on behalf as its irrevocable agent of such Bank or holder and attorney-in-fact, coupled with an interest, its interest being the rights and benefits under this Agreement Lease, for the Issuer for purposes of: (a) requesting advances to pay Costs of the Project pursuant to the Bond Purchase Loan Agreement; (b) serving as, or appointing a, Registrar, Custodian and Paying Agent for the other Loan Documents and Bond; (c) requesting funds from the Custodian of the Project Fund for the Project to exercise such powers hereunder and thereunder pay the costs thereof, as are specifically delegated to or required of Agent provided in the Lease, provided that any contracts in connection therewith shall be by the terms hereof Company as a principal and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely not as agent of the Banks Issuer. During the Term of this Lease, the Company hereby accepts the appointment described above and does agrees to perform the duties contemplated thereby in accordance with general agency principles and the terms of the Bond Resolution, this Lease and the Bond Purchase Loan Agreement. The Company agrees to perform such services, without charge, in consideration of the Issuer’s issuance of the Bond and the leasing of the Project to the Company. The Company shall be entitled to reimbursement for expenditures that constitute Costs of the Project, but only to the extent that proceeds of the Bond are available for such purpose, and shall be entitled to reimbursement for expenditures relating to the restoration or replacement of the Project, or portions thereof, which are damaged or destroyed by casualty or taken by eminent domain, but only to the extent that the amounts in the Project Fund for the Project (including Net Proceeds of casualty insurance or any eminent domain award, any funds deposited therein by the Company, and any investment income thereon) are available therefor under the terms of the Lease. This agency appointment shall terminate upon the retirement of the Bond. Such termination shall not assume affect any right the Company has to reimbursement that accrued prior to the effective date of the termination and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for affect the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the Company’s indemnification obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedherein.

Appointment of Agent. Each Bank (a) Until this Agreement is terminated pursuant to Section 11, Lending Agent is authorized as Client’s agent to lend any of Client’s securities held in trust or in custody by Client’s custodian, UMB Bank, n.a. (“Custodian”), except those securities which Client or Client’s investment adviser specifically identify in written notices to Lending Agent should not be loaned, whether because the securities have been sold or otherwise. Lending Agent shall have no authority or responsibility for determining whether any of Client’s securities should be excluded from the lending program. The securities may be loaned on such terms as Lending Agent and the holder borrower shall negotiate, to such borrowers as appear on Lending Agent’s approved list of each Note appoints borrowers. Client may obtain a copy of the approved list of borrowers at any time upon request. Lending Agent is further authorized to terminate any loan at any time in its sole discretion. Lending Agent shall be authorized as Client’s agent to sign agreements with borrowers, ownership or other certificates as may be required by the Internal Revenue Service or any other regulatory authorities, and irrevocably authorizes to take any other actions necessary or desirable to effect such loans and/or the investment of any collateral received for such loans. Lending Agent is further authorized to act identify Client as the principal in securities lending transactions to a borrower and to applicable governmental, regulatory and taxing authorities. The securities may be loaned on such terms as Lending Agent and the borrower shall negotiate. Lending Agent shall notify Client whenever a securities loan has been agreed to on behalf of Client with a borrower. Lending Agent shall also advise Client and Custodian which securities have been lent and the transfer instructions supplied by the borrower with respect thereto. Upon termination of a loan, Lending Agent shall instruct the borrower to return the loaned securities to Client’s account held at Custodian and shall advise Client and Custodian to receive same. (b) Client acknowledges that Lending Agent acts as agent for other securities lending clients (collectively, the “Securities Lending Program”) who may hold some of the same securities as Client may hold and, accordingly, that any given loan to a borrower may be comprised of securities owned by several of Lending Agent’s clients. Client agrees that Lending Agent shall have full discretion to allocate such Bank loans among Lending Agent’s clients by such equitable methods as Lending Agent deems appropriate and that Lending Agent shall have no obligation to include Client in any such allocation. Lending Agent does not represent or holder warrant that any amount or percentage of Client’s securities will, in fact, be loaned. (c) Client represents and covenants that: (i) the securities subject to loans under this Agreement are free and clear of all liens, claims, security interests and encumbrances; and Client has and will have the right, power and authority to lend those securities under this Agreement; (ii) the assets subject to this Agreement are not plan assets under the Employee Retirement Income Security Act of 1974, or the Internal Revenue Code of 1986, each as amended; (iii) the execution, delivery and performance of this Agreement are within Client’s powers, have been and remain duly authorized by all necessary action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Client; (iv) no consent of any applicable governmental authority or body is necessary for Client to execute and lend securities under this Agreement, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (v) this Agreement constitutes a legal, valid and binding obligation, enforceable against Client in accordance with its terms; and (vi) Client’s tax identification number is accurately indicated below Client’s signature to this Agreement. (d) In effecting securities loans and managing the associated collateral, Lending Agent may with prior written approval of Client appoint BMO Asset Management Corp. or another affiliate as Lending Agent’s agent, but any such appointment shall not relieve Lending Agent of its obligations under this Agreement. (e) Client agrees to take any and all steps reasonably necessary and as may be reasonably requested by Lending Agent from time to time to ensure that Custodian agrees to and acts in compliance with the Client’s obligations under this Agreement and any securities loan agreement outstanding during the other Loan Documents term of this Agreement. (f) Lending Agent represents that it has selected eligible borrowers for its program after performing due diligence consistent with Lending Agent’s internal policies with respect to such borrowers; that Lending Agent periodically monitors, or makes inquiries to the extent it deems appropriate, to satisfy itself that each borrower in its program still satisfied Lending Agent’s internal policies for participating as a borrower in securities lending transactions. Client understand and agrees that Lending Agent may amend its list of approved borrowers from time to exercise time, and that Lending Agent will notify Client of each such powers hereunder change. (g) Lending Agent and thereunder as are specifically delegated to or required Client agree that the market value of loaned securities of Client shall not exceed 33 1/3% of the market value of the value of the net assets (“Value of Net Assets”) of Client (the “One-Third Limitation Test”); provided, however, that if on any day the market value of loaned securities of Client exceeds the One-Third Limitation Test, Lending Agent shall reduce the loaned securities of Client by the terms hereof and thereofamount of such excess no later than the close of business on the following business day. In order to implement the One-Third Limitation Test, together with such powers as Client shall cause the Value of Net Assets to be delivered to Lending Agent each business day (it being understood that this will be delivered through a standing instruction given by Client to Lending Agent). Client shall notify Lending Agent in writing of any applicable restrictions or limitations regarding any loanable securities including, without limitation, the amount of loanable securities that may be reasonably incidental theretoout on loan at any time, including without limitation the power type of permissible collateral and restrictions or prohibitions, if any, as to execute or authorize the execution of financing or similar statements or noticesidentity of, and other documentscredit exposure limits for, any borrower. (h) In compliance with the requirements under the 1940 Act, Lending Agent agrees that all records which it maintains for Client shall at all times remain the property of Client, shall be readily accessible, upon reasonable request during normal business hours, and shall be surrendered upon the termination of this Agreement or otherwise on reasonable written request. In performing its functions Lending Agent further agrees that all records that it maintains for Client pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Upon the reasonable request of Client, copies of any such books and duties under records shall be provided by Lending Agent. (i) For the limited purpose of holding cash and/or securities received by Lending Agent from or on behalf of Client from time to time pursuant to the terms of this Agreement, including cash or securities received as collateral from borrowers in connection with securities loans and/or cash or securities received in connection with the reinvestment of such collateral, Client hereby appoints Lending Agent shall act solely to serve as agent Client’s custodian. Lending Agent represents that it satisfies the requirements of Section 17(f)(1)(A) of the Banks Investment Company Act of 1940 (the “1940 Act”) for serving as a custodian of a registered investment company. Lending Agent agrees to make available to Client upon request any records relating to its serving as custodian hereunder and does not assume and shall not be deemed to have assumed any obligation towards or relationship preserve for Client for such periods of agency or trust with or for time as are required by Rule 31a-2 under the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to 1940 Act such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be records as are required to take any action be maintained by Rule 31a-1 under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmed1940 Act.

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes Agent (a) GE Capital is hereby appointed to act on behalf of such Bank or holder all Lenders as Agent under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as Documents. The provisions of this SECTION 9.2 are specifically delegated to or required solely for the benefit of Agent by and Lenders and no Credit Party nor any other Person shall have any rights as a third party beneficiary of any of the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documentsprovisions hereof. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, the Agent shall act solely as an agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for any Credit Party or any other Person. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the Company other Loan Documents. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Neither Agent nor any of its Subsidiaries. Each Bank agrees (which agreement Affiliates nor any of their respective officers, directors, employees, agents or representatives shall survive be liable to any termination of this Agreement) Lender for any action taken or omitted to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred be taken by Agent it hereunder or under any other Loan Document, or in connection herewith or with an Event of Default therewith, except for damages solely caused by its or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s their own gross negligence or willful misconduct. Any misconduct as finally determined by a court of competent jurisdiction. (b) If Agent shall request instructions from Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such amounts act or taking such action unless and until Agent shall have received instructions from Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so paid by the Banks shall constitute additional Indebtedness hereunderrefraining. Agent shall not be required fully justified in failing or refusing to take any action hereunder or under any other Loan Document (i) if such action would, in the opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan DocumentsDocument, (ii) if such action would, in the opinion of Agent, expose Agent to Environmental Liabilities or to prosecute or defend any suit in respect of the Loan Documents, unless (iii) if Agent shall not first be indemnified to its satisfaction by the Banks against loss, costs, any and all liability and expense (excluding liability resulting that may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from its gross negligence acting hereunder or willful misconduct). If under any indemnity furnished to Agent shall become impaired other Loan Document in accordance with the instructions of Requisite Lenders, Supermajority Revolving Lenders or Agent shall elect to have such indemnity confirmed by the Banks (all affected Lenders, as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedapplicable.

Appointment of Agent. Each Bank hereby irrevocably designates and the holder of each Note appoints and irrevocably authorizes X.X. Xxxxxxxx & Co., LLC as Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents, and X.X. Xxxxxxxx & Co., LLC hereby accepts such appointment, subject to the terms and provisions of this Agreement and the other Loan Documents. Each Bank irrevocably authorizes X.X. Xxxxxxxx & Co., LLC as Agent for such Bank, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder perform such duties as are specifically expressly delegated to or required of Agent by the terms hereof of this Agreement and the other Loan Documents together with such other powers as are reasonably incidental thereto. Agent may appoint sub-agents to assist Agent in its duties as Agent. Each Bank hereby further authorizes Agent to enter into the Security Documents to be executed and delivered by Agent, on behalf of and for the benefit of Banks, on the Effective Date and agrees to be bound by the terms thereof. Each Bank irrevocably authorizes Agent to take such action on its behalf under the provisions of the Security Documents, and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of the Security Documents, together with such other powers as may be are reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the ; provided that Agent shall act solely as agent not enter into any consent to any amendment, modification, termination or waiver of any provision contained in any Security Document to which it is party without the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship prior written consent of agency or trust with or for the Company or any of its SubsidiariesRequired Banks. Each Bank agrees (which agreement that no Bank shall survive have any termination of this Agreement) right individually to reimburse Agent for all reasonable out-of-pocket expenses realize upon the collateral granted by the Security Documents (including house through the exercise of a right of set-off against call deposits, if any, of such Bank in which any funds on deposit in the Cash Collateral Accounts may from time to time be invested), it being understood and outside attorneys’ fees) incurred agreed that such rights and remedies may be exercised only by Agent hereunder at the direction of Required Banks, for the benefit of Banks, in accordance with the terms of such agreements. Each Bank hereby authorizes Agent to release Collateral only as expressly permitted or in connection herewith or with an Event of Default or in enforcing the obligations of Company required under this Agreement or the other Loan Documents or any other instrument executed pursuant heretoSecurity Documents, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined agrees that a certificate executed by Agent in its reasonable judgment, Agent evidencing such release of Collateral shall give notice thereof be conclusive evidence of such release to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedany third party.

Appointment of Agent. Each Bank Lender and the holder of each Note irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank Lender or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiariesthe Borrowers. Each Bank Lender agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including in-house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company Borrowers under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by CompanyBorrowers, pro pro-rata according to such Bank’s Lender's Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its reasonable satisfaction by the Banks Lenders against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct)expense. If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmedimpaired, Agent may call for additional indemnity and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank (a) Until this Agreement is terminated pursuant to Section 11, Lending Agent is authorized and agrees to act as Client’s agent to lend Client’s securities held by the Custodian. Securities shall be lent in accordance with Client’s Securities Lending Guidelines and such additional written guidelines that Client provides to Lending Agent from time to time. Lending Agent may not loan those securities which Client or Client’s investment adviser specifically identify in written notices to Lending Agent should not be loaned, whether because the securities have been sold or otherwise. Lending Agent shall have no authority or responsibility for determining whether any of Client’s securities should be excluded from the lending program. The securities may be loaned on such terms as Lending Agent and the holder borrower shall negotiate, to such borrowers as appear on Lending Agent’s approved list of borrowers. Lending agent shall provide Client with a copy of the approved list of borrowers and any amendments thereto. Lending Agent is further authorized to terminate any loan at any time in its sole discretion. Lending Agent shall be authorized as Client’s agent to sign agreements with borrowers, ownership or other certificates as may be required by the Internal Revenue Service or any other regulatory authorities, and to take any other actions necessary or desirable to effect such loans and/or the investment of any collateral received for such loans. Lending Agent is further authorized to identify Client as the principal in securities lending transactions to potential borrowers and applicable governmental, regulatory and taxing authorities. All loaned securities that are either (a) transferred to/from the Client’s account at the Custodian from/to the Client’s loan account held by the Lending Agent or (b) transferred to/from the Client’s loan account held by the Lending Agent from/to the Client’s account at the Custodian, and all collateral and any earnings from the investment thereof or proceeds from the sale thereof, held in the Client’s loan account by the Lending Agent, shall be received, held and administered by the Lending Agent in its capacity as custodian to the Client pursuant to Section 21 for the benefit of the Client. (b) Client acknowledges that Lending Agent acts as agent for other securities lending clients (collectively, the “Securities Lending Program”) who may hold some of the same securities as Client may hold and, accordingly, that any given loan to a borrower may be comprised of securities owned by several of Lending Agent’s clients. Client agrees that Lending Agent shall reasonably allocate such loans among Lending Agent’s clients by such equitable methods as Lending Agent deems appropriate, but that Lending Agent shall have no obligation to include Client in any such allocation. Lending Agent does not represent or warrant that any amount or percentage of Client’s securities will, in fact, be loaned. (c) Client represents and covenants that: (i) the securities subject to loans under this Agreement are free and clear of all liens, claims, security interests and encumbrances; and Client has and will have the right, power and authority to lend those securities under this Agreement; (ii) the assets subject to this Agreement are not plan assets under the Employee Retirement Income Security Act of 1974, or the Internal Revenue Code of 1986, each Note appoints as amended; (iii) the execution, delivery and irrevocably authorizes performance of this Agreement are within Client’s powers, have been and remain duly authorized by all necessary action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Client; (iv) no consent of any applicable governmental authority or body is necessary for Client to execute and lend securities under this Agreement, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (v) this Agreement constitutes a legal, valid and binding obligation, enforceable against Client in accordance with its terms; and (vi) the tax identification number for each Fund is listed next to its name in Exhibit A to this Agreement. (d) Lending Agent represents and covenants that: (i) the execution, delivery and performance of this Agreement are within Lending Agent’s powers, have been and remain duly authorized by all necessary action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Lending Agent; (ii) no consent of any applicable governmental authority or body is necessary for Lending Agent to act on behalf execute this Agreement and fulfill its obligations under this Agreement, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (iii) this Agreement constitutes a legal, valid and binding obligation, enforceable against Lending Agent in accordance with its terms; and (iv) Lending Agent represents that it satisfies the requirements of Section 17(f)(1)(A) of the Investment Company Act of 1940, as amended (the “1940 Act”), for serving as a custodian of a registered investment company. (e) In effecting securities loans and managing the associated collateral, Lending Agent may appoint BMO Asset Management Corp. or another affiliate as Lending Agent’s agent, but any such Bank or holder appointment shall not relieve Lending Agent of its obligations under this Agreement. (f) Client agrees to take any and all steps reasonably necessary and as may be reasonably requested by Lending Agent from time to time to ensure that Custodian agrees to and acts in compliance with the Client’s obligations under this Agreement and any securities loan agreement outstanding during the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination term of this Agreement. (g) Lending Agent hereby acknowledges receipt of Client’s Security Lending Guidelines and Client’s additional written guidelines. Client shall promptly notify Lending Agent in writing (which may include an email to reimburse Client’s relationship manager at Lending Agent) of any changes in the Security Lending Guidelines and/or Client’s additional written guidelines. Lending Agent for all reasonable out-of-pocket expenses (including house acknowledges and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks agrees that it shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect only lend securities on behalf of the Loan Documents, unless indemnified to its satisfaction by Funds in accordance with the Banks against loss, costs, liability Securities Lending Guidelines and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, written guidelines that Client provides to Lending Agent may cease from time to do the acts to be indemnified against until such additional indemnity is given or confirmedtime.

Appointment of Agent. Each Bank (a) (i) Until this Agreement is terminated pursuant to Section 11, BTC is authorized as our agent to lend on a disclosed basis our securities held in custody by BTC to such borrowers as appear on BTC's approved list of borrowers, a copy of which may be obtained at any time upon request, at the time of any loan and on such terms as BTC shall in its sole discretion decide. Such borrowers may include certain United Kingdom entities, if we provide BTC with our authorization in the holder of each Note appoints form attached hereto as Exhibit A. BTC shall further be authorized as our agent to sign agreements with borrowers, ownership or other certificates as may be required by the Internal Revenue Service or any other tax authorities, and irrevocably authorizes Agent to act take any other actions necessary to effect such loans. (ii) No securities loans shall be made on behalf of a Company if, as a result, the aggregate value of all securities loans of such Bank Company will exceed the percentage set forth on Schedule 1 attached hereto (or holder under this Agreement and the such other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers level as may be reasonably incidental theretocommunicated to BTC by the Company) of the value of such Company's total assets, including without limitation the power to execute or authorize the execution value of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit collateral received in respect of securities loans. (b) We acknowledge that BTC acts as agent for other securities lending clients who may hold some of the Loan Documentssame securities as we may hold and, unless indemnified accordingly, that any given loan to its satisfaction a borrower may be allocated among several of BTC's clients. We agree that BTC shall have full discretion to allocate such loans among BTC's clients as it deems appropriate and shall have no obligation to include us in any such allocation. (c) We represent, warrant and agree that: (i) each Company is a corporation established pursuant to the laws of the State of Maryland and is registered under the 1940 Act; (ii) we have and will have the right to lend the securities subject to loans hereunder; (iii) a majority of the Board of Directors of the Company (including a majority of the directors who are not "interested persons," within the meaning of the 1940 Act, of the Company), will initially and at least annually thereafter determine that the investment of securities lending cash collateral in shares of the BT Institutional Funds - Institutional Daily Assets Fund ("DAF") is in the best interest of the shareholders of each Company; (iv) investment in shares of the DAF by a particular Company will be consistent with such Company's investment objectives and policies; (v) investment in shares of DAF by a particular Company will be in accordance with guidelines regarding the investment of cash collateral specified by the Banks against lossCompany and DAF has been approved for investment by each Company or DAF invests in the types of instruments that such Company has authorized for the investment of its cash collateral; (vi) the securities lending program or each Company will comply with all present and future applicable positions of the Securities and Exchange Commission and its staff regarding such arrangements; (vii) the execution, costsdelivery and performance of this Agreement are within our powers, liability have been and expense (excluding liability resulting from its gross negligence remain duly authorized by all necessary action and will not violate or willful misconduct). If constitute a default under any indemnity furnished to Agent shall become impaired applicable law or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters regulation or otherwise)of any decree, in each case as determined by Agent in its reasonable order, judgment, Agent agreement or instrument binding on us; (viii) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and (ix) this Agreement constitutes a legal, valid and binding obligation enforceable against us in accordance with its terms. (d) When used herein, "we", "us" and "our" shall give notice thereof to include the Company and/or each Bank andrespective Company, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do as the acts to be indemnified against until such additional indemnity is given or confirmedcontext shall require.

Appointment of Agent. Each Lender irrevocably appoints SunTrust Bank as the Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the holder of each Note appoints and irrevocably authorizes Agent to act on behalf of such Bank or holder under this Credit Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereofDocuments, together with all such actions and powers as may be that are reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the The Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or may perform any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent duties hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents by or through any other instrument executed pursuant heretoone or more sub-agents or attorneys-in-fact appointed by the Agent. The Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Section shall apply to any such sub-agent or attorney-in-fact and the Related Parties of the Agent, any such sub-agent and any such attorney-in-fact and shall apply to their respective activities in connection with the syndication of the credit facilities provided for which herein as well as activities as Agent. The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time and except for so long as the Agent is not reimbursed may agree at the request of the Required Lenders to act for the Issuing Bank with respect thereto; provided, that the Issuing Bank shall have all the benefits and immunities (i) provided to the Agent in this Section with respect to any acts taken or omissions suffered by Company, pro rata according the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Agent" as used in this Section included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Credit Agreement with respect to the Issuing Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmed.

Appointment of Agent. Each Bank So long as any Obligation remains unpaid or the -------------------- Lenders have any Commitments to make Loans to Debtor, Debtor does hereby designate and the holder of each Note appoints and irrevocably authorizes Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, appoint the Agent shall act solely as agent of the Banks his true and does lawful attorney with power irrevocable, for him and in his name, place and xxxxx, whether or not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default shall have occurred, to ask, demand, receive, receipt and give acquittance for any and all amounts which may be or become due or payable to Debtor with respect to the Collateral, and in the Agent's sole discretion to file any claim or take any action or proceeding or either, in its own name or in enforcing the obligations name of Company Debtor, or otherwise, which the Agent deems necessary or desirable in order to collect or enforce payment of any and all amounts which may become due or owing with respect to the Collateral. The acceptance of this appointment and the appointment set forth in Section 6 above by the Agent shall not obligate it (or any Lender) to perform any duty, covenant or obligation required to be performed by Debtor under this Agreement or by virtue of the Collateral the Agent may also execute, on behalf of Debtor, any financing statements or other instruments which in its opinion or the other Loan Documents opinion of any Lender may be necessary or desirable to perfect or protect the Lenders' position with respect to the Collateral. Without limiting the generality of the foregoing, the Agent is authorized at any time to exercise any right of Debtor, or enforce any obligation owed to Debtor pertaining to the Collateral and any expenses incurred by the Agent in connection therewith shall bear interest from the date incurred until repaid by Debtor at a per annum rate (the "Default Interest Rate") equal to the higher of (a) the Prime Rate (changing as the Prime Rate changes) plus three percent (3%), or (b) the interest rate otherwise then in effect with respect to the Loans or any other instrument executed pursuant heretoportion thereof. "Prime Rate" means on any day the rate of interest publicly announced or published by the Agent from time to time as its prime rate of interest, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconductnecessarily its best rate. Any such amounts so paid shall be secured hereby and shall be repaid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedDebtor on demand.

Appointment of Agent. Each Bank and the holder of each Note (if issued) irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesCompany. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ feesfees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses expense resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunderObligations. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank The Company hereby irrevocably appoints Richxxx X. Xxxxx (xxrein called the "Shareholders' Agent") as the agent and attorney-in-fact, for the holder shareholders of each Note appoints the Company to take any action required or permitted to be taken by such shareholders under the terms of this Agreement, including, without limiting the generality of the foregoing, the giving and irrevocably authorizes Agent receipt of any notices to act be delivered or received by or on behalf of such Bank any or holder under all of the shareholders, the payment of expenses relating to the transactions contemplated by this Agreement out of the Shareholders' Expense Fund, the representation of the shareholders in indemnification proceedings hereunder, and the other Loan Documents right to waive, modify or amend any of the terms of this Agreement in any respect, whether or not material. Each shareholder will be bound by any and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent all actions taken by the terms hereof Shareholders' Agent on his or her behalf. The distribution of the Aggregate Merger Consideration to the shareholders shall be subject to their joint obligation to indemnify the Shareholders' Agent from and thereofagainst and in respect of any and all liabilities, together with such powers damages, claims, costs and expenses, including, but not limited to, attorneys' fees arising out of or due to any action as may be reasonably the Shareholders' Agent and any and all actions, proceedings, demands, assessments or judgments, costs and expenses incidental thereto, including without limitation except to the power to execute extent that the same result from bad faith or authorize gross negligence on the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent part of the Banks Shareholders' Agent. Purchaser and does not assume the Company shall be entitled to rely exclusively upon any communications given by the Shareholders' Agent on behalf of any shareholder, and shall not be deemed to have assumed liable for any obligation towards action taken or relationship of agency or trust with or for not taken in reliance upon the Shareholders' Agent. Purchaser and the Company shall be entitled to disregard any notices or any communications given or made by Shareholders unless given or made through the Shareholders' Agent. In the event of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination the death, disability or resignation of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event the Shareholders' Agent, the trustees of Default or in enforcing the obligations Andexxxx Xxxtxxx Xxxst, the majority shareholder of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according shall be entitled to such Bank’s Percentage, but excluding any such expenses resulting from select a successor Shareholders' Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmed.

Appointment of Agent. Each Bank and the holder of each Note Lender appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder Lender under this Agreement and the other Loan Documents and appoints and authorizes the Agent to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent the Agent, as the case may be, by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank Lender agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including in-house and outside attorneys’ ' fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company or any of the Permitted Borrowers under this Agreement or the other Loan Documents or any other instrument executed pursuant heretohereto (to the extent of Agent's powers hereunder or thereunder, as aforesaid), and for which Agent is not reimbursed by CompanyCompany or such Permitted Borrower, pro rata according to such Bank’s Lender's Percentage, but excluding any such expenses resulting from Agent’s the gross negligence or willful misconduct. Any misconduct of such amounts so paid by the Banks shall constitute additional Indebtedness hereunderAgent, as applicable. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its their respective satisfaction by the Banks Lenders against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank and the holder of each Note irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesBorrowers. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company Borrowers under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by CompanyBorrowers, pro rata according to such Bank’s 's Percentage, but excluding any such expenses expense resulting from Agent’s 's gross negligence or willful wilful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful wilful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes Agent America is hereby appointed to act on behalf of such Bank or holder all Holders as the Agent under this Agreement and the other Loan Documents Documents. The provisions of this Section 9.2 are solely for the benefit of the Agent and to exercise such powers hereunder the Holders and thereunder neither the Borrower nor any other Person shall have any rights as are specifically delegated to or required a third party beneficiary of Agent by any of the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documentsprovisions hereof. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, the Agent shall act solely as an agent of the Banks Holders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for the Company Borrower or any other Person. The Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of the Agent shall be mechanical and administrative in nature and the Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Neither the Agent nor any of its Subsidiaries. Each Bank agrees (which agreement Affiliates nor any of their respective officers, directors, employees, agents or representatives shall survive be liable to any termination of this Agreement) Holder for any action taken or omitted to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred be taken by Agent it hereunder or under any other Loan Document, or in connection herewith 57 or with an Event of Default therewith, except for damages solely caused by its or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Any If the Agent shall request instructions from the Requisite Lenders, Supermajority Lenders or all Lenders, as applicable, with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then the Agent shall be entitled to refrain from such amounts so paid by act or taking such action unless and until the Banks Agent shall constitute additional Indebtedness hereunder. have received instructions from the Requisite Lenders, Supermajority Lenders or all Lenders, as applicable, and the Agent shall not incur liability to any Person by reason of so refraining. The Agent shall be required fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the Loan Documents, or to prosecute or defend any suit in respect opinion of the Agent, be contrary to law or the terms of this Agreement or any other Loan DocumentsDocument, unless (b) if such action would, in the opinion of the Agent, expose the Agent to Environmental Liabilities or (c) if the Agent shall not first be indemnified to its satisfaction by the Banks against loss, costs, any and all liability and expense (excluding liability resulting which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Holder shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from its gross negligence acting hereunder or willful misconduct)under any other Loan Document in accordance with the instructions of the Requisite Lenders, Supermajority Lenders or all Lenders, as applicable. If any indemnity furnished The Lenders hereby authorize and direct the Agent to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by execute and deliver the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedIntercreditor Agreements.

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes Agent GE Capital is hereby appointed to act on behalf of such Bank or holder all Holders as the Agent under this Agreement and the other Loan Documents Documents. The provisions of this Section 9.2 are solely for the benefit of the Agent and to exercise such powers hereunder the Holders and thereunder neither the Borrower nor any other Person shall have any rights as are specifically delegated to or required a third party beneficiary of Agent by any of the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documentsprovisions hereof. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, the Agent shall act solely as an agent of the Banks Holders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for the Company Borrower or any other Person. The Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of the Agent shall be mechanical and administrative in nature and the Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Neither the Agent nor any of its Subsidiaries. Each Bank agrees (which agreement Affiliates nor any of their respective officers, directors, employees, agents or representatives shall survive be liable to any termination of this Agreement) Holder for any action taken or omitted to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred be taken by Agent it hereunder or under any other Loan Document, or in connection herewith or with an Event of Default therewith, except for damages solely caused by its or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Any If the Agent shall request instructions from the Requisite Lenders, Supermajority Lenders or all Lenders, as applicable, with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then the Agent shall be entitled to refrain from such amounts so paid by act or taking such action unless and until the Banks Agent shall constitute additional Indebtedness hereunder. have received instructions from the Requisite Lenders, Supermajority Lenders or all Lenders, as applicable, and the Agent shall not incur liability to any Person by reason of so refraining. The Agent shall be required fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the Loan Documents, or to prosecute or defend any suit in respect opinion of the Agent, be contrary to law or the terms of this Agreement or any other Loan DocumentsDocument, unless (b) if such action would, in the opinion of the Agent, expose the Agent to Environmental Liabilities or (c) if the Agent shall not first be indemnified to its satisfaction by the Banks against loss, costs, any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Holder shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of the Requisite Lenders, Supermajority Lenders or all Lenders, as applicable. The Lenders hereby authorize and direct the Agent to execute and deliver the Intercreditor Agreements. Furthermore, the Lenders hereby acknowledge that they have been provided with a copy of that certain letter agreement dated as of the date hereof between the Agent and the Borrower, which letter sets forth the Borrower’s obligation with respect to certain post-closing deliveries (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise“Post-Closing Letter”), in each case as determined by and hereby authorize and direct the Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do execute and deliver the acts to be indemnified against until such additional indemnity is given or confirmedPost-Closing Letter.

Appointment of Agent. Each Bank (a) The Corporation hereby appoints the Agent as the Corporation’s sole and exclusive agent to effect the holder sale of each Note appoints the Units in the Qualifying Provinces, and irrevocably authorizes in any other jurisdiction where the Units may be lawfully offered for sale or sold, on a best efforts basis on the terms and conditions hereinafter provided. The Agent agrees to act on behalf of as the Corporation’s agent for such Bank or holder under this Agreement and the other Loan Documents purpose and to exercise such powers hereunder use its best efforts to effect the sale of the Units on the Corporation’s behalf, directly and thereunder as are specifically delegated through the Selling Firms, subject to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documentsconditions hereinafter provided. In performing its functions and duties under this Agreement, It is understood that the Agent shall act solely as agent of the Banks and does not assume only and shall not at any time be deemed obligated to have assumed any obligation towards purchase or relationship of agency or trust with or to arrange for the Company or purchase of any of its SubsidiariesUnits, although the Agent may purchase the Units if it so desires. Each Bank The Agent agrees (which agreement shall survive that the Offering will be subject to subscriptions being received for the Minimum Offering. All funds received by the Agent will be held in trust until the Minimum Offering has been attained. Notwithstanding any termination other term of this Agreement, all subscription funds received by the Agent will be returned to the Purchasers if the Minimum Offering is not attained by the Closing Time. (b) The Agent hereby represents and warrants that it is duly qualified under Applicable Securities Laws to reimburse Agent for all reasonable out-of-pocket expenses (including house effect the sale of the Units in the Qualifying Provinces and outside attorneys’ fees) incurred by Agent hereunder or agrees to sell the Units only in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant heretoaccordance with, and in a manner permitted by, applicable Laws, including Applicable Securities Laws and only in those jurisdictions where they may be lawfully offered for which sale or sold, and the Agent is not reimbursed shall require any Selling Firm to so comply. The Agent further agrees, subject to receipt of the same from the Corporation, to send a copy of the Offering Documents to all Purchasers and to send a copy of all Prospectus Amendments to all persons to whom copies of the Offering Documents are sent. (c) The Agent may appoint Selling Firms duly qualified in their respective jurisdictions, as its agents to assist in the Offering and shall ensure that each Selling Firm agrees to comply with the covenants and obligations given by Companythe Agent herein, pro rata according to the extent applicable, and shall offer the Units for sale to the public in the Selling Jurisdictions directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Agent agrees to obtain such an agreement of each Selling Firm. The Agent may determine the remuneration payable to such Bank’s PercentageSelling Firms, but excluding any such expenses resulting from which remuneration, if any, shall comprise a portion of the Agency Fee payable hereunder, shall be for the account of, and paid for sold by, the Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. . (d) The Agent shall not be required use its best efforts to take any action under complete the Loan Documents, or to prosecute or defend any suit in respect distribution of the Loan Documents, unless indemnified Units pursuant to its satisfaction by the Banks against loss, costs, liability Prospectus as early as practicable and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to the Agent shall become impaired or advise the Corporation in writing when the Agent shall elect to have such indemnity confirmed by has completed the Banks (as to specific matters or otherwise), distribution of the Units and within 25 days of the Closing Date provide a breakdown of the number of Units distributed and proceeds received in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof of the Qualifying Provinces where such breakdown is required for the purpose of calculating fees payable to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedCanadian Securities Regulators.

Appointment of Agent. Each Bank and the holder of each Note (if issued) irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesParty. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ feesfees and disbursements, without duplication) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company the Parties under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Companyany Party, pro rata according to such Bank’s Weighted Percentage, but excluding any such expenses expense resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank and the holder of each Note irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesBorrowers. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company the Loan Parties under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Companythe Loan Parties, pro rata according to such Bank’s 's Percentage, but excluding any such expenses expense resulting from Agent’s 's gross negligence or willful wilful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful wilful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank (a) As a broker-dealer registered with the SEC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“MLPF&S”), as agent of Buyer and the holder of each Note appoints Seller, will be responsible for (i) effecting Transactions hereunder, (ii) issuing all required confirmations and irrevocably authorizes Agent statements to act on behalf of such Bank Buyer and Seller, (iii) maintaining books and records relating to Transactions as required by SEC regulations, and (iv) receiving, delivering and safeguarding Seller’s funds and any securities in connection with Transactions hereunder, in compliance with SEC regulations. (b) MLPF&S is acting in connection with Transactions hereunder solely in its capacity as agent for Buyer and Seller pursuant to instructions from Buyer and Seller. MLPF&S shall have no responsibility or holder under this Agreement and the personal liability to Buyer or Seller arising from any failure by Buyer or Seller to make payment, deliver securities, or perform any other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretoobligations hereunder, including without limitation the power obligations to execute transfer margin or authorize the execution of financing or similar statements or noticescollateral, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or except for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from AgentMLPF&S’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness misconduct in performing its duties as agent hereunder. Agent Each of Buyer and Seller agrees to proceed solely against the other to collect or recover any securities or money owing to it or to enforce any of its rights in connection with or as a result of Transactions hereunder. (c) Notwithstanding any provisions of the Agreement, the parties hereby agree that any and all notices, demands or communications of any kind relating to Transactions hereunder between Buyer and Seller shall be transmitted exclusively through MLPF&S in the manner specified in paragraph 13 of the Repurchase Agreement to the address specified in Annex II to the Repurchase Agreement. (d) The parties acknowledge and agree that the Repurchase Agreement shall not be required to take govern any action under the Loan Documentsrepurchase transaction between (i) MLPF&S, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent acting in its reasonable judgmentindividual capacity, Agent shall give notice thereof to each Bank andand Seller or (ii) Seller and any entity other than Buyer, until regardless of whether MLPF&S is acting as agent for such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedother entity.

Appointment of Agent. Each Bank Lenders irrevocably appoint and authorize the holder of each Note appoints and irrevocably authorizes Agent to act on behalf of such Bank or holder Lenders under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower. With respect to Mortgage Notes for Mortgage Loans in Agents possession from time to time, Agent shall be deemed to hold them as bailee for the Company or any Lenders for the purpose of its Subsidiariesperfection under the Uniform Commercial Code, provided, however, that Agent shall have only those duties and responsibilities expressly stated in this Agreement and shall retain all rights, protections and indemnities provided herein. Each Bank Lender agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default under this Agreement or in enforcing the obligations of Company Borrower under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by CompanyBorrower, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunderLender's Percentage Share. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks Lenders against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct)expense. If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such they may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. (a) Each Bank and the holder of each Note appoints and irrevocably authorizes Lender hereby designates Xxxxx Fargo Bank, N.A. as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of a Note or participation, shall be deemed irrevocably to authorize Agent to take such action on its behalf under the provisions of such Bank or holder under this Agreement and the Notes and any other Loan Credit Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with thereof and such other powers as may be are reasonably incidental thereto. Agent shall hold all Collateral and all payments of principal, including without limitation interest, fees (other than the power administrative fee payable solely for the account of Agent pursuant to execute Section 2.9 hereof), charges and expenses received pursuant to this Agreement or authorize any other Credit Document for the execution ratable benefit of financing Lenders except as otherwise provided herein. Agent may perform any of its duties hereunder by or similar statements through its agents or noticesemployees. (b) The provisions of this Article 11 are solely for the benefit of Agent and Lenders, and other documentsBorrowers shall not have any duties under this Section 11 or any rights as a third party beneficiary of any of the provisions hereof (except for the applicable provision of Section 11.9(a)). In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for Borrowers. (c) Borrowers, Agent and Lenders hereby covenant and agree that First Horizon Bank shall be the Company syndication agent (“Syndication Agent”), but that in such capacity, Syndication Agent shall have no rights, duties, responsibilities, obligations, liabilities, responsibilities or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent duties, except for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) those received, undertaken or incurred by Syndication Agent hereunder in its capacity as a Lender. No duty, responsibility, right or option granted to Agent in this Agreement and Credit Documents is delegated or transferred, in whole or in connection herewith part, to Syndication Agent and no compensation payable to Agent shall be shared with, or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant heretopaid to, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Syndication Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Syndication Agent shall not be required entitled to take any action under the Loan Documents, fees or to prosecute or defend any suit in respect reimbursement of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to expenses except as Syndication Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent otherwise be entitled in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedcapacity as a Lender.

Appointment of Agent. Each Bank and the holder of each Note (if issued) irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesCompany. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, or the obligations of any party to any Subordination Agreement, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s 's Percentage, but excluding any such expenses expense resulting from Agent’s 's gross negligence or willful wilful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan DocumentsDocuments or any Subordination Agreement, or to prosecute or defend any suit in respect of the Loan DocumentsDocuments or any Subordination Agreement, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank and the holder of each Note (if issued) irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesCompany. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s 's Weighted Percentage, but excluding any such expenses expense resulting from Agent’s 's gross negligence or willful wilful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunderObligations. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful wilful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank and the holder of each Purchase Money Note appoints and irrevocably authorizes Agent to act on behalf of such Bank or holder under this Agreement and the other Purchase Money Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including in-house and outside attorneys’ ' fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company or any of the Designated Borrowers under this Agreement or the other Purchase Money Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by CompanyCompany or the Designated Borrowers, pro rata according to such Bank’s 's Percentage, but excluding any such expenses resulting from Agent’s 's gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Purchase Money Loan Documents, or to prosecute or defend any suit in respect of the Purchase Money Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank Lender hereby irrevocably designates and appoints Anglo-American Financial as Agent of such Lender under this Agreement and the holder other Loan Documents, and Anglo-American Financial hereby accepts such appointment, subject to the terms and provisions of each Note appoints this Agreement and the other Loan Documents. Each Lender irrevocably authorizes Anglo-American Financial, as Agent for such Lender, to act take such action on its behalf under the provisions of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder perform such duties as are specifically expressly delegated to or required of Agent by the terms hereof of this Agreement and the other Loan Documents together with such other powers as are reasonably incidental thereto. Each Lender hereby further authorizes Agent to enter into the Security Documents to be executed and delivered by Agent, on behalf of and for the benefit of Lenders, on the Effective Date and agrees to be bound by the terms thereof. Each Lender irrevocably authorizes Agent to take such action on its behalf under the provisions of the Security Documents, and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of the Security Documents, together with such other powers as may be are reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the ; provided that Agent shall act solely as agent not enter into any consent to any amendment, modification, termination or waiver of any provision contained in any Security Document to which it is party without the Banks prior written consent of Required Lenders. Each Lender agrees that no Lender shall have any right individually to realize upon the collateral granted by the Security Documents (including through the exercise of a right of set-off against call deposits, if any, of such Lender in which any funds on deposit in the Cash Collateral Accounts may from time to time be invested), it being understood and does not assume agreed that such rights and shall not remedies may be deemed to have assumed any obligation towards or relationship exercised only by Agent at the direction of agency or trust with or Required Lenders, for the Company or any benefit of its SubsidiariesLenders, in accordance with the terms of such agreements. Each Bank agrees (which agreement shall survive any termination of this Agreement) Lender hereby authorizes Agent to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder release Collateral only as expressly permitted or in connection herewith or with an Event of Default or in enforcing the obligations of Company required under this Agreement or the other Loan Documents or any other instrument executed pursuant heretoSecurity Documents, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined agrees that a certificate executed by Agent in its reasonable judgment, Agent evidencing such release of Collateral shall give notice thereof be conclusive evidence of such release to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedany third party.

Appointment of Agent. Each Bank Lender and the holder of each Note irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank Lender or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesBorrower. Each Bank Lender agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company Borrowers under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by CompanyBorrower, pro rata according to such Bank’s Lender's Percentage, but excluding any such expenses expense resulting from Agent’s 's gross negligence or willful wilful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks Lenders against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful wilful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank (a) Subject to the terms and conditions set forth herein, the Corporation hereby appoints the Agent as an agent of the Corporation for the purpose of soliciting orders to purchase the Securities from the Corporation by others. The appointment of the Agent hereunder is not exclusive and the holder Corporation may from time to time offer Securities for sale otherwise than through the Agent or appoint additional agents to solicit offers to purchase the Securities. (b) The Agent agrees to use its best efforts to solicit the sale of each Note appoints all or part of the Securities, upon the terms set forth in the Prospectus, during a period beginning on the date hereof and irrevocably authorizes ending on the date the Corporation shall specify to the Agent to act on behalf in writing. Orders for the sale of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent Securities may be solicited by the terms hereof Agent as agent for the Corporation at such time and thereofin such amounts as it deems advisable. (c) The Corporation agrees to pay the Agent a commission with respect to each sale of Securities by the Corporation as a result of a solicitation made by the Agent, together in an amount equal to that specified in Schedule I hereto with respect to the Securities sold by the Agent. Such commission shall be payable as specified in the agreement as to procedural details referred to in Section 3(b) hereof. (d) If the term Agent includes more than one firm, each such powers as may be reasonably incidental theretoAgent shall act in connection with the Securities individually and not collectively or jointly. The Corporation reserves the right, including without limitation in its sole discretion, to suspend the power to execute solicitation of purchases of Securities commencing at any time for a period of time or authorize permanently and, upon receipt of notice thereof from the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this AgreementCorporation, the Agent shall act solely forthwith suspend the solicitation of purchases of Securities from the Corporation until such time as agent the Corporation has advised the Agent that such solicitation may be resumed. During the period of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under time that this Agreement is suspended neither the Corporation nor the Guarantor shall be required to deliver any opinions or letters in accordance with Sections 5(i) and (j); provided, however, that the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take resume soliciting offers to purchase Securities until the Corporation and the Guarantor have delivered such opinions or letters as requested by the Agent if any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documentsevents described in Sections 5(i) and (j) have occurred during the period of suspension. (e) Any sale of Securities to the Agent as principal for resale to others shall be made in accordance with the terms of this Agreement and a terms agreement (a "Terms Agreement") and, unless indemnified in any such case, any commission schedule with respect to its satisfaction sales as Agent shall not be applicable. A Terms Agreement may also specify certain provisions related to the reoffering of such Securities by such Agent. The Agent's commitment to purchase Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Corporation and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount or number of Securities to be purchased by the Banks against lossAgent pursuant thereto, costs, liability and expense (excluding liability resulting from its gross negligence the price or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts prices to be indemnified against until paid to the Corporation for such additional indemnity is given Securities, the initial public offering price or confirmedprices, if any, at which the Securities are proposed to be reoffered, the time and place of delivery of and payment for such Securities and any terms of the Securities not already specified in the Indenture or Warrant Agreement, as the case may be. Such Terms Agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from independent certified accountants of the Corporation and the Guarantor pursuant to Section 6 hereof. Terms Agreements may take the form of an exchange of any standard form of written telecommunication between the Agent and the Corporation. Any sale of Securities to the Agent, as representative of a group of investment banking firms, shall be made in accordance with the terms of a terms agreement substantially in the form previously filed as an exhibit to the Registration Statement.

Appointment of Agent. (a) Each Bank and the holder of each Note appoints and irrevocably authorizes Lender hereby designates FUCC as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Note or participation in any Letter of Credit by the acceptance of a Note or participation shall be deemed irrevocably to authorize, the Agent to take such action on its behalf under the provisions of such Bank or holder under this Credit Agreement and the Notes and any other Loan Documents instruments and agreements referred to herein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with thereof and such other powers as may be are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, including without limitation interest, Fees, charges and expenses received pursuant to this Credit Agreement or any other Credit Document for the power to execute ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or authorize through its agents or employees. (b) The provisions of this Article XIII are solely for the execution benefit of financing or similar statements or noticesthe Agent and the Lenders, and none of the Borrowers shall have any rights as a third party beneficiary of any of the provisions hereof (other documentsthan Section 13.9). In performing its functions and duties under this Credit Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for any Borrower. (c) Without limiting the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination generality of this Section 13.1, each Lender expressly authorizes the Agent to determine, subject to the terms of this Credit Agreement) , on behalf of such Lender whether or not Inventory or Accounts shall be deemed to reimburse Agent for all reasonable out-of-pocket expenses (including house constitute Eligible Accounts Receivable, Eligible New Equipment, Eligible Parts and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, Supplies Inventory and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconductEligible Rental Equipment. Any such amounts so paid Such authorization may be withdrawn by the Banks shall constitute additional Indebtedness hereunder. Required Lenders; provided, however, that unless otherwise agreed by the Agent such withdrawal of authorization shall not be required to take any action under become effective until the Loan Documents, or to prosecute or defend any suit in respect thirtieth Business Day after receipt of the Loan Documents, unless indemnified to its satisfaction such notice by the Banks against lossAgent. Thereafter, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent the Required Lenders shall become impaired or Agent shall elect to have such indemnity confirmed by jointly instruct the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent writing regarding such matters with such frequency as the Required Lenders shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedjointly determine.

Appointment of Agent. Each So long as any Obligation remains unpaid or Bank has any commitment to make the Credit available to Borrower, Pledgor does hereby designate and appoint Bank Pledgor's true and lawful attorney with power irrevocable, for Pledgor and in Pledgor's name, place and stead, whether or not a Default shall have occurred, to ask, demand, receive, receipt and give acquittance for any and all amounts which may be or become due or payable to Pledgor with respect to the Collateral, and in Bank's sole discretion to file any claim or take any action or proceeding, or either, in its own name or in the name of Pledgor, or otherwise, which Bank deems necessary or desirable in order to collect or enforce payment of any and all amounts which may become due or owing with respect to the Collateral. The acceptance of this appointment and the holder appointment set forth in Section 6 above by Bank shall not obligate it to perform any duty, covenant or obligation required to be performed by Pledgor under or by virtue of each Note appoints and irrevocably authorizes Agent to act the Collateral. Bank may also execute, on behalf of such Pledgor, any financing statements or other instruments which in its opinion or the opinion of Bank may be necessary or holder under this Agreement and desirable to perfect or protect Bank's position with respect to the other Loan Documents and Collateral. Without limiting the generality of the foregoing, Bank is authorized at any time to exercise such powers hereunder and thereunder as are specifically delegated to any right of Pledgor, or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed enforce any obligation towards or relationship of agency or trust with or for owed to Pledgor pertaining to the Company or Collateral and any of its Subsidiaries. Each expenses incurred by Bank agrees in connection therewith shall bear interest from the date incurred until repaid by Pledgor at a per annum rate (which agreement shall survive any termination of this the "Default Interest Rate") equal to the Reference Rate (as defined in the Credit Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconductplus 3.0%. Any such amounts so paid shall be secured hereby and shall be repaid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedPledgor on demand.

Appointment of Agent. Each Bank Lender and the holder of each Note irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank Lender or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesBorrowers. Each Bank Lender agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ feesfees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company Borrowers under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by CompanyBorrowers, pro rata according to such BankLender’s Percentage, but excluding any such expenses expense resulting from Agent’s gross negligence or willful wilful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks Lenders, pro rata according to each Lender’s Percentage, against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful wilful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes Agent (a) Nokia is hereby appointed to act as contractual representative on behalf of such Bank or holder all Lenders under this Agreement and the other Loan Documents and Documents. The Agent agrees to exercise act as such powers hereunder and thereunder as contractual representative upon the express conditions contained in this Article IX. The provisions of this Section 9.1 are specifically delegated to or required solely for the benefit of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or noticesLenders, and Aerial or any other documentsPerson shall not have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, the Agent shall act solely as an agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for Aerial or any other Person. The Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the Company other Loan Documents. Notwithstanding the use of the defined term "Agent", it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each lender waives. Neither the Agent nor any of its Subsidiaries. Each Bank agrees (which agreement Affiliates nor any of their respective officers, directors, employees, agents or representatives shall survive be liable to any termination of this Agreement) Lender for any action taken or omitted to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred be taken by Agent it hereunder or under any other Loan Document, or in connection herewith or with an Event of Default therewith, except for damages caused by its or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s their own gross negligence or willful misconduct. Any . (b) If Agent shall request instructions from all Lenders, Requisite Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such amounts so paid by act or taking such action unless and until the Banks Agent shall constitute additional Indebtedness hereunder. have received instructions all Lenders, Requisite Lenders or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so refraining. The Agent shall be required fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the Loan Documents, or to prosecute or defend any suit in respect opinion of the Agent, be contrary to law or the terms of this Agreement or any other Loan DocumentsDocument, unless (b) if such action would, in the opinion of the Agent, expose the Agent to liabilities beyond the limits of this Agreement or (c) if the Agent shall not first be indemnified to its satisfaction by the Banks against loss, costs, any and all liability and expense (excluding liability resulting which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from its gross negligence acting hereunder or willful misconduct). If under any indemnity furnished to Agent shall become impaired other Loan Document in accordance with the instructions of all Lenders, Requisite Lenders or Agent shall elect to have such indemnity confirmed by the Banks (all affected Lenders, as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedapplicable.

Appointment of Agent. Each Bank and the holder of each Note (if issued) irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesCompany. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s 's Percentage, but excluding any such expenses expense resulting from Agent’s 's gross negligence or willful wilful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful wilful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank Lender and the holder of each Note (if issued) irrevocably appoints and irrevocably authorizes Agent to act on behalf of such Bank Lender or holder under this Agreement and the other Loan Documents and appoints and authorizes Agent to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent Agent, as the case may be, by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including including, without limitation limitation, the power to execute or authorize the execution of financing or similar statements or notices, notices and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank Lender agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including in-house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company any of the Borrowers under this Agreement or the other Loan Documents or any other instrument executed pursuant heretohereto (to the extent of Agent’s powers hereunder or thereunder, as aforesaid), and for which Agent is not reimbursed by Companythe applicable Borrower, pro rata according to such BankLender’s Weighted Percentage, but excluding any such expenses resulting from Agent’s the gross negligence or willful misconduct. Any misconduct of such amounts so paid by the Banks shall constitute additional Indebtedness hereunderAgent, as applicable. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks Lenders against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each of the Bank Companies hereby appoints the Bank Agent as its agent and each of the holder of each Note Non Bank Companies hereby appoints the Non Bank Agent as its agent, for all purposes in connection with the activities and irrevocably authorizes transaction contemplated by this Agreement. Each Agent hereby accepts such appointment, and agrees to act use commercially reasonable efforts to perform the Agent Services for and on behalf of each relevant Project Company in respect of its New Project as set out in this Agreement or as otherwise may be agreed in writing between such Project Company and such Agent, with the approval of the Developer provided that each Agent shall be entitled to recover from the relevant Project Companies all costs incurred by it in delivering the Agent Services. Each Agent shall be the sole authorized representative of each of the relevant Project Companies in connection with the development of the New Projects and the execution of any Subsequent Electricity Sales Agreements, and shall have the authority to enter into binding legal obligations on behalf of each of the relevant Project Companies in connection therewith. The Developer and other third parties may rely on such authority of the Agent without further inquiry. Each of the Project Companies will execute on the date hereof a power of attorney in the agreed terms which shall appoint the relevant Agent as its attorney in accordance with this Section 2. The Bank Companies shall jointly and severally indemnify and hold the Bank Agent harmless and the Non Bank Companies shall jointly and severally indemnify and hold the Non Bank Agent harmless, from all loss, cost or expense arising out of the operation of the Agent Services and each Agent shall be entitled to reimbursement from the relevant Project Companies in respect of any expenses incurred in the operation of the Agent Services. Each Agent will use commercially reasonable endeavours to perform the Agent Services within the time agreed and to the standard agreed and, if no time or standard is agreed, then within a reasonable time and to a reasonable standard. If despite those endeavours an Agent is unable for any reason other than that Agent’s negligence or wilful default, to perform such services and activities such Agent will be deemed not to have breached this Agreement. It is agreed that neither Agent will have any liability to the Developer or the Project Companies for indirect or consequential loss (which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused save that neither Agent excludes its liability (if any) to the Developer or the Project Companies for loss arising from the Agent’s wilful default or for personal injury or death resulting from that Agent’s negligence, fraud or for any matter which it would be illegal for such Agent to exclude or to attempt to exclude its liability. The Developer agrees that it shall not enforce or seek to enforce any of its rights against the Project Companies and shall have recourse only to the relevant Agents, save in relation to the Developer’s right of indemnity pursuant to Section 4. If an Insolvency Event occurs in respect of an Agent the appointment of that Agent under this Section shall immediately terminate and all obligations, rights and remedies shall be direct between the relevant Project Companies and the Developer pending the appointment (if any) of a replacement to that Agent as specified below. Any monies held by such Agent on behalf of the Project Companies shall be paid by the Agent to the relevant Project Company to enable it to fulfil its obligations under this Agreement. In the event that an Insolvency Event occurs in relation to an Agent, the relevant Project Companies shall as soon as reasonably practical appoint another party to be a Bank or holder under Non Bank Agent as the case may be pursuant to this Agreement and shall procure that the other Loan Documents replacement Agent enters into all novations, deeds and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers covenants as may be reasonably incidental thereto, including without limitation necessary to ensure the power replacement Agent is bound by the obligations and terms of this Agreement and all other relevant arrangements contemplated by this Agreement (subject always to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreementterms of:- (a) a ROC Project DSA Direct Agreement entered into on the date hereof between the Developer, the Agent shall act solely as agent Agents, the Project Companies and the Governor Company of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship Bank of agency or trust with or for Scotland; and (b) the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Facility Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmed.

Appointment of Agent. (a) Each Bank and the holder of each Note appoints and irrevocably authorizes Lender hereby designates FUCC as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Revolving Note or participation in any Letter of Credit by the acceptance of a Note or participation shall be deemed irrevocably to authorize, the Agent to take such action on its behalf under the provisions of such Bank or holder under this Credit Agreement and the Revolving Notes and any other Loan Documents instruments and agreements referred to herein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with thereof and such other powers as may be are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, including without limitation interest, Fees, charges and expenses received pursuant to this Credit Agreement or any other Credit Document for the power to execute ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or authorize through its agents or employees. (b) The provisions of this Article XIII are solely for the execution benefit of financing or similar statements or noticesthe Agent and the Lenders, and none of the Borrowers shall have any rights as a third party beneficiary of any of the provisions hereof (other documentsthan Section 13.9). In performing its functions and duties under this Credit Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for any Borrower. (c) Without limiting the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination generality of this Section 13.1, each Lender expressly authorizes the Agent to determine, subject to the terms of this Credit Agreement) , on behalf of such Lender whether or not Inventory or Accounts shall be deemed to reimburse Agent for all reasonable out-of-pocket expenses (including house constitute Eligible Accounts Receivable, Eligible Equipment, Eligible Inventory and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconductEligible Real Property. Any such amounts so paid Such authorization may be withdrawn by the Banks shall constitute additional Indebtedness hereunder. Required Lenders; provided, however, that unless otherwise agreed by the Agent such withdrawal of authorization shall not be required to take any action under become effective until the Loan Documents, or to prosecute or defend any suit in respect thirtieth Business Day after receipt of the Loan Documents, unless indemnified to its satisfaction such notice by the Banks against lossAgent. Thereafter, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent the Required Lenders shall become impaired or Agent shall elect to have such indemnity confirmed by jointly instruct the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent writing regarding such matters with such frequency as the Required Lenders shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedjointly determine.

Appointment of Agent. Each Bank and the holder of each Note appoints and irrevocably authorizes Agent GE Capital is hereby appointed to act on behalf of such Bank or holder all Lenders as Agent under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as Documents. The provisions of this Section 9.2 are specifically delegated to or required solely for the benefit of Agent by and Lenders and neither Borrower nor any other Person shall have any rights as a third party beneficiary of any of the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documentsprovisions hereof. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, the Agent shall act solely as an agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for Borrower or any other Person. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the Company other Loan Documents. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Neither Agent nor any of its Subsidiaries. Each Bank agrees (which agreement Affiliates nor any of their respective officers, directors, employees, agents or representatives shall survive be liable to any termination of this Agreement) Lender for any action taken or omitted to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred be taken by Agent it hereunder or under any other Loan Document, or in connection herewith or with an Event of Default therewith, except for damages solely caused by its or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Any If Agent shall request instructions from Requisite Lenders, Requisite Capital Expenditure Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such amounts act or taking such action unless and until Agent shall have received instructions from Requisite Lenders, Requisite Capital Expenditure Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders, or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so paid by the Banks shall constitute additional Indebtedness hereunderrefraining. Agent shall not be required fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan DocumentsDocument, (b) if such action would, in the opinion of Agent, expose Agent to Environmental Liabilities or to prosecute or defend any suit in respect of the Loan Documents, unless (c) if Agent shall not first be indemnified to its satisfaction by the Banks against loss, costs, any and all liability and expense (excluding liability resulting which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from its gross negligence acting hereunder or willful misconduct). If under any indemnity furnished to Agent shall become impaired other Loan Document in accordance with the instructions of Requisite Lenders, Requisite Capital Expenditure Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or Agent shall elect to have such indemnity confirmed by the Banks (all affected Lenders, as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedapplicable.

Appointment of Agent. Each Bank and the holder of each Note irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesBorrowers. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company Borrowers under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by CompanyBorrowers, pro rata according to such Bank’s 's Percentage, but excluding any such expenses expense resulting from Agent’s 's gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. (a) Each Bank and the holder of each Note appoints and irrevocably authorizes Lender hereby designates Xxxxx Fargo as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Note or participant in any Letter of Credit by the acceptance of a Note or participation shall be deemed irrevocably to authorize, the Agent to take such action on its behalf under the provisions of such Bank or holder under this Agreement and Credit Agreement, the Notes, the other Loan Credit Documents and any other instruments and agreements referred to herein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with thereof and to take such other actions or exercise such other powers as may be are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, including without limitation interest, fees, charges and expenses received pursuant to this Credit Agreement or any other Credit Document for the power ratable benefit of the Lenders. The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective directors, officers, employees, agents and Affiliates. The exculpatory provisions of this Article shall apply to execute or authorize any such sub-agent and to the execution directors, officers, employees, agents and Affiliates of financing or similar statements or noticesthe Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility contemplated hereby as well as any activities as Agent. The Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. Each Lender hereby designates U.S. Bank National Association as the Syndication Agent and each of Bank of America, N.A., Citibank, N.A., MUFG Union Bank N.A., and Royal Bank of Canada as the Documentation Agents. The Syndication Agent and the Documentation Agents, in such capacity, shall have no duties or obligations whatsoever under this Credit Agreement or any other documentsCredit Document or any other document or any matter related hereto and thereto (except as Lender hereunder), but shall nevertheless be entitled to all the indemnities and other protection afforded to the Agent under this Article XIII. (b) The provisions of this Article XIII are solely for the benefit of the Agent and the Lenders, and none of the Credit Parties or any Subsidiary or Affiliate thereof shall have any rights as a third party beneficiary of any of the provisions hereof (other than Section 13.9). In performing its functions and duties under this Credit Agreement, the Agent shall act solely as agent of the Banks Lenders, and does not assume it is understood and shall not be deemed to have assumed any obligation towards or relationship agreed that the use of agency or trust with or for the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder term “agent” herein or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the any other Loan Documents Credit Document (or any other instrument executed pursuant hereto, and for which similar term) with reference to the Agent is not reimbursed by Company, pro rata according intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence term is used as a matter of market custom and is intended to create or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedreflect only an administrative relationship between contracting parties.

Appointment of Agent. Each Bank Lender and the holder of each Note irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank Lender or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesCredit Parties. Each Bank Lender agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company Credit Parties under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by CompanyCredit Parties, pro rata according to such Bank’s Lender's Percentage, but excluding any such expenses expense resulting from Agent’s 's gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks Lenders against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank and the holder of each Note (if issued) irrevocably appoints and irrevocably authorizes the Agent to act as administrative agent on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesBorrowers. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees' fees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company the Borrowers under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Companythe Borrowers, pro rata according to such Bank’s 's Weighted Percentage, but excluding any such expenses expense resulting from Agent’s 's gross negligence or willful wilful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful wilful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank (a) Subject to the terms and conditions set forth herein, the Corporation hereby appoints the Agent as an agent of the Corporation for the purpose of soliciting orders to purchase the Securities from the Corporation by others. The appointment of the Agent hereunder is not exclusive and the holder Corporation may from time to time offer Securities for sale otherwise than through the Agent or appoint additional agents to solicit offers to purchase the Securities. (b) The Agent agrees to use its best efforts to solicit the sale of each Note appoints all or part of the Securities, upon the terms set forth in the Prospectus, during a period beginning on the date hereof and irrevocably authorizes ending on the date the Corporation shall specify to the Agent to act on behalf in writing. Orders for the sale of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent Securities may be solicited by the terms hereof Agent as agent for the Corporation at such time and thereofin such amounts as it deems advisable. (c) The Corporation agrees to pay the Agent a commission with respect to each sale of Securities by the Corporation as a result of a solicitation made by the Agent, together in an amount equal to that specified in Schedule I hereto with respect to the Securities sold by the Agent. Such commission shall be payable as specified in the agreement as to procedural details referred to in Section 3(b) hereof. (d) If the term Agent includes more than one firm, each such powers as may be reasonably incidental theretoAgent shall act in connection with the Securities individually and not collectively or jointly. The Corporation reserves the right, including without limitation in its sole discretion, to suspend the power to execute solicitation of purchases of Securities commencing at any time for a period of time or authorize permanently and, upon receipt of notice thereof from the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this AgreementCorporation, the Agent shall act solely forthwith suspend the solicitation of purchases of Securities from the Corporation until such time as agent the Corporation has advised the Agent that such solicitation may be resumed. During the period of time that this Agreement is suspended the Banks and does not assume and Corporation shall not be deemed required to have assumed deliver any obligation towards opinions or relationship of agency or trust letters in accordance with or for Sections 5(i) and (j); provided, however, that the Company or any of its Subsidiaries. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconduct. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take resume soliciting offers to purchase Securities until the Corporation has delivered such opinions or letters as requested by the Agent if any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documentsevents described in Sections 5(i) and (j) have occurred during the period of suspension. (e) Any sale of Securities to the Agent as principal for resale to others shall be made in accordance with the terms of this Agreement and a terms agreement (a "Terms Agreement") and, unless indemnified in any such case, any commission schedule with respect to its satisfaction sales as Agent shall not be applicable. A Terms Agreement may also specify certain provisions related to the reoffering of such Securities by such Agent. The Agent's commitment to purchase Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Corporation herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount or number of Securities to be purchased by the Banks against lossAgent pursuant thereto, costs, liability and expense (excluding liability resulting from its gross negligence the price or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts prices to be indemnified against until paid to the Corporation for such additional indemnity is given Securities, the initial public offering price or confirmedprices, if any, at which the Securities are proposed to be reoffered, the time and place of delivery of and payment for such Securities and any terms of the Securities not already specified in the Indenture or Warrant Agreement, as the case may be. Such Terms Agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from independent certified accountants of the Corporation pursuant to Section 6 hereof. Terms Agreements may take the form of an exchange of any standard form of written telecommunication between the Agent and the Corporation. Any sale of Securities to the Agent, as representative of a group of investment banking firms, shall be made in accordance with the terms of a terms agreement substantially in the form previously filed as an exhibit to the Registration Statement.

Appointment of Agent. Each Bank Lender and the holder of each Note (if issued) irrevocably appoints and irrevocably authorizes Agent to act on behalf of such Bank Lender or holder under this Agreement and the other Loan Documents and appoints and authorizes Agent to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent Agent, as the case may be, by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including including, without limitation limitation, the power to execute or authorize the execution of financing or similar statements or notices, notices and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank Lender agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including in-house and outside attorneys’ fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company any of the Borrowers under this Agreement or the other Loan Documents or any other instrument executed pursuant heretohereto (to the extent of Agent’s powers hereunder or thereunder, as aforesaid), and for which Agent is not reimbursed by Companythe applicable Borrower, pro rata according to such BankLender’s Percentage, but excluding any such expenses resulting from Agent’s the gross negligence or willful misconduct. Any misconduct of such amounts so paid by the Banks shall constitute additional Indebtedness hereunderAgent, as applicable. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks Lenders against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Fleet National Bank and the holder of each Note appoints and irrevocably authorizes Agent is hereby appointed to act on behalf of such Bank or holder all Lenders as Agent under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as Documents. The provisions of this Section 9.2 are specifically delegated to or required solely for the benefit of Agent by and Lenders and neither Borrower nor any other Person shall have any rights as a third party beneficiary of any of the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documentsprovisions hereof. In performing its functions and duties under this AgreementAgreement and the other Loan Documents, the Agent shall act solely as an agent of the Banks Lenders and does not assume and shall not be deemed to have assumed any obligation towards toward or relationship of agency or trust with or for Borrower or any other Person. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the Company other Loan Documents. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Neither Agent nor any of its Subsidiaries. Each Bank agrees (which agreement Affiliates nor any of their respective officers, directors, employees, agents or representatives shall survive be liable to any termination of this Agreement) Lender for any action taken or omitted to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ fees) incurred be taken by Agent it hereunder or under any other Loan Document, or in connection herewith or with an Event of Default therewith, except for damages solely caused by its or in enforcing the obligations of Company under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Company, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Any If Agent shall request instructions from Requisite Lenders, Requisite Revolving Lenders, or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such amounts act or taking such action unless and until Agent shall have received instructions from Requisite Lenders, Requisite Revolving Lenders, or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so paid by the Banks shall constitute additional Indebtedness hereunderrefraining. Agent shall not be required fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan DocumentsDocument, (b) if such action would, in the opinion of Agent, expose Agent to Environmental Liabilities, or to prosecute or defend any suit in respect of the Loan Documents, unless (c) if Agent shall not first be indemnified to its satisfaction by the Banks against loss, costs, any and all liability and expense (excluding liability resulting which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from its gross negligence acting hereunder or willful misconduct). If under any indemnity furnished to Agent shall become impaired other Loan Document in accordance with the instructions of Requisite Lenders, Requisite Revolving Lenders, or Agent shall elect to have such indemnity confirmed by the Banks (all affected Lenders, as to specific matters or otherwise), in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such additional indemnity is provided or such existing indemnity is confirmed, Agent may cease to do the acts to be indemnified against until such additional indemnity is given or confirmedapplicable.

Appointment of Agent. Each Bank and the holder of each Note Lender appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder Lender under this Agreement and the other Loan Documents and appoints and authorizes the Agents to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent the Agents, as the case may be, by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Subsidiaries. Each Bank Lender agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including in-house and outside attorneys’ ' fees) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company or any of the Permitted Borrowers under this Agreement or the other Loan Documents or any other instrument executed pursuant heretohereto (to the extent of Agent's powers hereunder or thereunder, as aforesaid), and for which Agent is not reimbursed by CompanyCompany or such Permitted Borrower, pro rata according to such Bank’s Lender's Percentage, but excluding any such expenses resulting from Agent’s the gross negligence or willful misconduct. Any misconduct of such amounts so paid by the Banks shall constitute additional Indebtedness hereunderAgent, as applicable. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its their respective satisfaction by the Banks Lenders against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.

Appointment of Agent. Each Bank and the holder of each Note (if issued) irrevocably appoints and irrevocably authorizes the Agent to act on behalf of such Bank or holder under this Agreement and the other Loan Documents and to exercise such powers hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including without limitation the power to execute or authorize the execution of financing or similar statements or notices, and other documents. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its SubsidiariesLoan Party. Each Bank agrees (which agreement shall survive any termination of this Agreement) to reimburse Agent for all reasonable out-of-pocket expenses (including house and outside attorneys’ feesfees and disbursements) incurred by Agent hereunder or in connection herewith or with an Event of Default or in enforcing the obligations of Company the Loan Party under this Agreement or the other Loan Documents or any other instrument executed pursuant hereto, and for which Agent is not reimbursed by Companythe Loan Parties, pro rata according to such Bank’s Percentage, but excluding any such expenses resulting from Agent’s gross negligence or willful misconductinterests hereunder. Any such amounts so paid by the Banks shall constitute additional Indebtedness hereunder. Agent shall not be required to take any action under the Loan Documents, or to prosecute or defend any suit in respect of the Loan Documents, unless indemnified to its satisfaction by the Banks against loss, costs, liability and expense (excluding liability resulting from its gross negligence or willful misconduct). If any indemnity furnished to Agent shall become impaired or Agent shall elect to have such indemnity confirmed by the Banks (as to specific matters or otherwise)impaired, in each case as determined by Agent in its reasonable judgment, Agent shall give notice thereof to each Bank and, until such it may call for additional indemnity is provided or such existing indemnity is confirmed, Agent may and cease to do the acts to be indemnified against until such additional indemnity is given or confirmedgiven.