Subrogation of Rights Vis-A-Vis Third Party Contractors. In the event any liability arises from the performance of the Management Services hereunder by a third party contractor, upon indemnification of a Party and/or its representatives, including but not limited to such Party’s officers, directors, employees, accountants, counsel, investment bankers, financial advisors and consultants, the other Party shall be subrogated to such rights, if any, as such indemnified Party may have against such third party contractor with respect to the Management Services provided by such third party contractor.

Nothing in this Agreement or the Severance Agreement or its associated Release will be interpreted as prohibiting [[Mr. Hackney:Person]] from communicating with or participating in any administrative proceeding before the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the United States Department of Labor, or other federal, state or local law agency (“Government Agencies”). Nothing in this Agreement is intended to limit [[Mr. Hackney:Person]]’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Should any entity, agency, commission, or person file a charge, action, complaint or lawsuit against the Company or any subsidiary thereof based upon any of the claims otherwise released by [[Mr. Hackney:Person]] herein, [[Mr. Hackney:Person]] agrees not to seek or accept any relief or pecuniary benefit whatsoever resulting from such charge, action, complaint or lawsuit, other than an award for information provided to the SEC.

To the extent the Loan Parties and/or Restricted Subsidiaries incur any Indebtedness permitted under this Section 6.01 that is intended to be secured # on a senior basis (vis-à-vis the Obligations) by Term Priority Collateral and on a junior basis (vis-à-vis the Obligations) by ABL Priority Collateral, the Lenders authorize the Agents to, and the Agents shall, enter into a Pari Passu Intercreditor Agreement to evidence such split collateral arrangement and # on a junior basis (vis-à-vis the Obligations) by ABL Priority Collateral and Term Priority Collateral, the Lenders authorize the Agents to, and the Agents shall, enter into a Junior Lien Intercreditor Agreement to evidence such junior lien arrangement.

The exclusivity for [[Organization A:Organization]] under the License shall apply also vis-a-vis each Rights Holders, and shall be subject to the right of LU to use the Rights for non-commercial academic research and educational purposes as granted to LU under the Contract Research Agreement, but shall be subject to no other rights of any other person.

Status. Warnke's status vis-a-vis the Company under this Agreement is that of an independent contractor and he is neither an employee nor agent of the Company.

Except in respect of the Secured Parties not party to this Amendment, which Persons (including, for the avoidance of doubt, their respective successors and permitted assigns) are intended to have the benefit of (but shall not enforce other than via the Administrative Agent) this Amendment pursuant to the Contracts (Rights of Third Parties) Act 1999, a Person who is not a Party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Amendment.

Third Party Rights. This Bonus Plan shall not confer on any person other than the Company and any Covered Executive any rights or remedies hereunder.

Third-Party Rights. The provisions of this Section 5.07 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to confer upon or give to any person (including, for the avoidance of doubt, any Plant Employee), other than the parties hereto and their respective permitted successors and assigns, any [[Organization C:Organization]] or equitable or other rights or remedies under or by reason of any provision of this Agreement. Nothing contained herein, express or implied: # shall be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement, # shall alter or limit the ability of Seller, Buyer or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement, or # is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment.

“Licensor/Agent Agreement” shall mean an agreement between Agent and a Licensor, in form and substance satisfactory to Agent, by which Agent is given the unqualified right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose of any Borrower’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Borrower’s default under any License Agreement with such Licensor.

Attorney’s Fees. Each party will bear its own fees and costs in relation to the disputes referenced herein, and in connection with the negotiation and execution of this Agreement. However, except as it relates to AST for which RealBiz shall remain responsible for any fees under this provision vis-a-vis their indemnity obligations, if any legal action or other proceeding is brought for the enforcement of this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled from the non-prevailing party or parties.