Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Collateral Agent. Each of the Lenders and the L/C Issuers, and, by accepting the benefits of Section 8.03 and the Collateral Documents, each other Secured Party, agrees to the appointment of the Collateral Agent.

Co-Collateral Agent If necessary or appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateral agent under any Loan Document Each right and remedy intended to be available to Agent under the Loan Documents shall also be vested in such agent Secured Parties shall execute and deliver any instrument or agreement that Agent may request to effect such appointment If the agent so appointed shall die, dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent

Authorization of Collateral Agent. Assignor hereby irrevocably authorizes and empowers Collateral Agent or its agent, in Collateral Agent’s sole discretion, at any time that an Event of Default has occurred and is continuing under the Note Purchase Agreement, to # assert, either directly or on behalf of Assignor, any claims Assignor may have from time to time against Seller or Insight Mobile with respect to the Acquisition Agreement Documents, including, but not limited to, claims relating to Acquisition Agreement Document Undertakings and Acquisition Agreement Document Indemnities, # receive and collect any and all damages, awards and other monies resulting therefrom and # apply any of the amounts described in clause (ii) preceding to the payment of the Note Parties’ Obligations in accordance with the Note Purchase Agreement. Assignor hereby appoints Collateral Agent (and all officers, employees or agents designated by Collateral Agent), as its true and lawful attorney (and agent-in-fact) for the purpose of enabling Collateral Agent or its agent from and after the occurrence and during the continuance of an Event of Default, to assert and collect such claims and to apply such monies in the manner set forth herein, which appointment, being coupled with an interest, is irrevocable. Regardless of the existence of an Event of Default, Assignor hereby irrevocably assigns to Collateral Agent the immediate right to receive directly from Seller and Insight Mobile any and all payments, proceeds, monies, damages and awards arising from the Acquisition Agreement Document Undertakings and the Acquisition Agreement Document Indemnities; provided that Collateral Agent shall not enforce such assignment against Seller or Insight Mobile, as applicable, unless an Event of Default has occurred and is continuing.

Collateral Agent Not Liable. Except to the extent arising from the gross negligence, willful misconduct, criminal conduct, fraud or reckless disregard of the Collateral Agent, the Collateral Agent shall not be liable by reason of its compliance with the terms of this Agreement with respect to # the investment of funds held thereunder in Eligible Investments (other than for losses attributable to the Collateral Agent’s failure to make payments on investments issued by the Collateral Agent, in its commercial capacity as principal obligor and not as collateral agent, in accordance with their terms) or # losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity. It is expressly agreed and acknowledged that the Collateral Agent is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Portfolio Investments or other Collateral.

“Corporate Trust Office” means the corporate trust office of the Collateral Agent, the Custodian, the Collateral Administrator and the Securities Intermediary currently located at 214 North Tryon Street, Charlotte, North Carolina 28202, Attention: Global Corporate Trust Services (CDO), Reference: ABPCIC Funding III LLC or such other address as the Collateral Agent, the Custodian, the Collateral Administrator or the Securities Intermediary may designate from time to time by notice to the Borrower, the Administrative Agent, and the Lenders or the principal corporate trust office of any successor Collateral Agent, Custodian, Collateral Administrator or Securities Intermediary.

Collateral Agent in Control of Collateral Accounts. Each of the parties hereto hereby agrees that # each Company Collateral Account shall be deemed to be a “securities account” (within the meaning of [Section 8-501(a)] of the UCC, # all property credited to any Company Collateral Account shall be treated as a financial asset for purposes of Article 8 of the UCC and # except as otherwise expressly provided herein, the Collateral Agent will be exclusively entitled to exercise the rights that comprise each financial asset credited to each Company Collateral Account. Except as provided in [Section 8.01(h)] below, the parties hereto agree that the Securities Intermediary shall act only on entitlement orders or other instructions with respect to the Company Collateral Accounts originated by # the Company (or the Servicer on its behalf), prior to the occurrence and the continuance of an Event of Default or the occurrence of a Market Value Event and # thereafter, the Collateral Agent; and following the occurrence and during the continuance of an Event of Default or following a Market Value Event, the Collateral Agent, for the benefit of the Secured Parties, shall have exclusive control and the sole right of withdrawal over each Company Collateral Account (without further consent by any other Person). The only permitted withdrawals from the Company Collateral Accounts shall be in accordance with the provisions of this Agreement.

Eligibility. All employees of the Company and all employees of any subsidiary of the Company (as defined in Section 424(f) of the Code) designated by the Board or the Committee from time to time (a “Designated Subsidiary”), are eligible to participate in any one or more of the offerings of Purchase Rights (as defined in Section 9) to purchase Common Stock under the Plan provided that:

Eligibility. The Committee shall designate the Participants, if any, for each Performance Period. An Eligible Officer who is designated as a Participant for a given Performance Period is not guaranteed of being selected as a Participant for any other Performance Period.

Eligibility. Effective as of August 1, 2021, notwithstanding any other Plan provisions restricting withdrawals prior to severance from employment, a Participant may take a distribution of up to $5,000 from his vested Account balance during the one-year period beginning on the date on which the child of the Participant is born or the legal adoption by the Participant of an Eligible Adoptee is finalized (a “Qualified Birth or Adoption Distribution”). This $5,000 limit shall be reduced by any Qualified Birth or Adoption Distributions previously received by the Participant with respect to the same child or Eligible Adoptee under this Plan or any other similar distribution under any other plan maintained by the Company or any Affiliated Employer. For the avoidance of doubt, # if each parent of the child or Eligible Adoptee is a Participant in the Plan, each parent may receive a Qualified Birth or Adoption Distribution with respect to such child or Eligible Adoptee, and # each Participant is entitled to receive Qualified Birth or Adoption Distributions with respect to the birth of more than one child or the adoption of more than one Eligible Adoptee. For purposes of Code Sections 401(a)(31), 402(f), and 3405, a Qualified Birth or Adoption Distribution shall not be treated as an eligible rollover distribution. In order to be eligible to receive a Qualified Birth or Adoption Distribution under this [Section 12.14(b)], the Participant must certify that he or she is eligible for such Qualified Birth or Adoption Distribution in accordance with the Setting Every Community Up for Retirement Enhancement Act of 2019 (“SECURE Act”), in a form that is satisfactory to the Administrative Committee or its delegate.