“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on [Schedule 11.02], or such other address or account as the Administrative Agent may from time to time notify ESI and ​.

“Multicurrency Administrative Agent’s Office” means the Multicurrency Administrative Agent’s address and, as appropriate, account as set forth on [Schedule 11.02(a)] to this Agreement, or such other address or account as the Multicurrency Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Agent’s Account” means, for each Currency, an account in respect of such Currency designated by the Administrative Agent in a notice to the Borrower and the ​.

Placement Agent’s Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.

Section # Administrative Agent’s Fee. The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon by the Borrower and the Administrative Agent.

Schedule #-1 Agent’s Account

A Committed Loan Notice

Agent’s Reimbursement and Indemnification. The [[Organization B:Organization]] agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by [[Organization A:Organization]] for which the Agent is entitled to reimbursement by [[Organization A:Organization]] under the Loan Documents, # for any other expenses incurred by the Agent on behalf of the [[Organization B:Organization]], in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the [[Organization B:Organization]]) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any document delivered in connection therewith or the transactions contemplated thereby (including for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the [[Organization B:Organization]]), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and # any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the [[Organization B:Organization]] under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.

“Agent’s Account” means the Deposit Account of Agent identified on [Schedule A]-1.

Collection Account; Reserve Account. The Servicer shall not create or participate in the creation of, or permit to exist, any Liens (other than Permitted Liens) with respect to the Collection Account or the Reserve Account. The Servicer shall not grant the right to take dominion or “control” (as defined in the relevant UCC) at a future time or upon the occurrence of a future event to any Person with respect to such Collection Account or the Reserve Account.