Administrative Agent’s Fee. The ​ acknowledges its agreement to pay to the Administrative Agent, for the Administrative Agent’s own account, an administrative agency fee at the times and in the amounts heretofore agreed between the ​ and the Administrative Agent.

Agent’s Own Account; Clients’ Account. The Company has been advised and acknowledges that the Agent and the Forward Purchaser may trade, in compliance with applicable law, in the Common Shares for the Agent’s or the Forward Purchaser’s own accounts and for the accounts of their clients at the same time as sales of the Shares occur pursuant to this Agreement.

Payments Generally; Administrative Agent’s Clawback General All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than ​ on the date specified herein Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent (as determined by the Administrative Agent) of the Alternative Currency payment amount The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office All payments received by the Administrative Agent # after ​, in the case of payments in Dollars, or # after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

Notice of Administrative Agent’s Interest. In the event that the SPV or any Originator shall sell or otherwise transfer any interest in accounts receivable or any other financial assets (other than as contemplated by the Transaction Documents), any computer tapes or files or other documents or instruments which contain information with respect to the Receivables and which is provided by the Master Servicer in connection with any such sale or transfer shall disclose the SPV’s ownership of the Receivables and the Administrative Agent’s interest therein.

The Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Pro Rata Shares # for any amounts not reimbursed by the Borrowers for which the Administrative Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents 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 Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof 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 arisen solely from the gross negligence or willful misconduct of the Administrative Agent. The obligations and agreements of the Lenders under this [Section 11.8] shall survive the termination of this Agreement.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on the Administrative Agent’s signature page to this Agreement, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

Agent’s Election. Promptly after receipt of a Notice of Borrowing (or telephonic notice in lieu thereof) pursuant to [Section 2.2(b)], Agent shall elect, in its discretion, # to have the terms of [Section 2.2(g)] apply to such requested Borrowing, or # to request Wells Fargo to make a Non-Ratable Loan pursuant to the terms of [Section 2.2(h)] in the amount of the requested Borrowing; provided, however, that if Wells Fargo declines in its discretion to make a Non-Ratable Loan pursuant to [Section 2.2(h)], Agent shall elect to have the terms of [Section 2.2(g)] apply to such requested Borrowing.

Agent’s Liens. If any Loan Document that purports to create a Lien shall fail or cease to create, except to the extent permitted by the terms of any such Loan Document, a valid and perfected Lien on the Assets covered thereby and, except to the extent permitted by the terms hereof or thereof, a first priority Lien on the Assets covered thereby (in each case, for any reason other than the failure of Agent to take any action within its control); provided that the foregoing parenthetical shall not be applicable with respect to any Assets # to the extent that Agent’s Lien thereon would be perfected by the filing of a uniform commercial code financing statement in the applicable jurisdiction, # to the extent that such Assets consist of Deposit Accounts or Securities Accounts (or Assets held in such Deposit Accounts or Securities Accounts) or # to the extent that the fair market value of all Collateral of any Loan Party that are not subject to a valid and perfected Lien and, except to the extent permitted by the terms hereof or thereof, a first priority Lien, is greater than ​ in the aggregate; and

“Administrative Agent’s Office” means the Administrative Agent’s address and account as set forth on [Schedule 10.02], or such other address or account as the Administrative Agent may from time to time notify the Borrower and the ​.

“Administrative Agent’s Account” means, for each Currency, an account in respect of such Currency designated by the Administrative Agent in a written 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.

On each Settlement Date, the Master Servicer shall deposit to the Administrative Agent’s account on behalf of Funding Agents for the benefit of the Investors:

“Administrative Agent’s Office” means, the Canadian Administrative Agent’s Office or the Domestic Administrative Agent’s Office, as applicable.

it is owing by a Governmental Authority, unless the Account Debtor is # a United States military base, # otherwise the United States or any department, agency or instrumentality thereof and, solely with respect to this [clause (ii)], the Account has been assigned to the Administrative Agent in compliance with the Assignment of Claims Act (unless the Administrative Agent, in its sole discretion, has agreed to the contrary in writing), # any state government in the United States unless any steps necessary (if any) with respect to the perfection, enforcement, or realization of the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction, or # Canada, or any province thereof, or any department, agency, or instrumentality of Canada or any province thereof, unless # all requirements of the Financial Administration Act (Canada) or its provincial equivalent with respect to the assignment of such Account to the Administrative Agent have been complied with to Administrative Agent’s satisfaction, and # any other steps necessary (if any) with respect to the perfection, enforcement, or realization of the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction;

“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.

The Administrative Agent is authorized to enter into the Escrow Agreement and the transactions contemplated hereby in connection therewith, and each Secured Party authorizes (and ratifies) the Administrative Agent’s actions to perform its obligations and exercise its rights thereunder, including with respect to the Escrow Account, in connection therewith.