Appointment and Provision of Services. The Company and ​ hereby appoints the Manager to perform the following services all at Manager’s sole cost and expense (collectively, the “Services”):

Provision of Services. BTMB agrees to perform the work set forth in the Rider(s) attached hereto as Attachment A (hereafter referred to as the “Services”). The Parties may, by mutual written agreement, add additional Rider(s) to this Agreement from time to time during the Term of this Agreement. Each Rider is hereby incorporated by reference as an integral part of and will be subject to the terms and conditions of this Agreement upon execution by both BTMB and Magenta. In the event that any term or condition of this Agreement is inconsistent with any term or condition set forth in the corresponding Rider(s), the term or condition of this Agreement shall prevail, unless such Rider expressly amends a provision of this Agreement, in which case the terms or conditions of the Rider prevails with respect to the Services described in such Rider. The Parties warrant that all respective obligations will be performed in accordance with the terms of this Agreement and the corresponding Rider(s).

Provision of Services. Pursuant to the terms and subject to the conditions of this Agreement, Seller shall provide, or cause to be provided, to the ​, the transition services described in attached [Schedule A] (collectively, the “Transition Services”).

Provision of Professional Services. Provider shall ensure that all Professional Services are carried out in accordance with applicable law and generally accepted scientific and professional practice and professionally recognized standards, including current and future prevailing community standards relating to the quality of professional services.

APPOINTMENT. The Company and the Operating Partnership hereby appoint the Advisor to serve as their advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

Appointment. Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes [[Administrative Agent:Organization]] to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Loan Document governed by the laws of such jurisdiction on such Lender’s behalf.

Appointment. Each Limited Partner hereby makes, constitutes and appoints the General Partner his true and lawful attorney-in-fact for him and in his name, place and stead and for his use and benefit, from time to time:

Appointment. Each Canadian Subsidiary, or Domestic Subsidiary, or U.K. Subsidiary, as applicable, of [[Released U.K. Borrowers:Organization]] that is or becomes a “Designated Borrower” pursuant to this Section 2.18 hereby irrevocably appoints [[Released U.K. Borrowers:Organization]] to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that # [[Released U.K. Borrowers:Organization]] may execute such documents on behalf of such Designated Borrower as [[Released U.K. Borrowers:Organization]] deems appropriate in its sole discretion and each Designated Borrower shall be obligated by all of the terms of any such document executed on its behalf, # any notice or communication delivered by any Agent or any Lender to [[Released U.K. Borrowers:Organization]] shall be deemed delivered to such Designated Borrower, and # any Agent or any Lender may accept, and be permitted to rely on, any document, instrument or agreement executed by [[Released U.K. Borrowers:Organization]] on behalf of any such Designated Borrower.

Recoupment Provision. In the event of a restatement of the [[Organization A:Organization]]’s consolidated financial statements that is caused, in whole or in part, by the intentional misconduct of the [[Person A:Person]], the [[Organization A:Organization]] may take one or more of the following actions with respect to the Option, as determined by the Human Resources & Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion, and the [[Person A:Person]] shall be bound by such determination:

Forfeiture Provision. The Executive shall forfeit any unpaid benefit hereunder, if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company):