Appointment of Successor Agent. Effective as of the Closing Date, the Lenders, by their signatures below, hereby appoint U.S. Bank as the successor Agent pursuant to [Section 12.7] of the Tenth Amended and Restated Agreement. Such appointment of U.S. Bank as the successor Agent is and shall be binding on the Borrowers, Lenders and the other Secured Parties.

Acceptance by Successor Agent. U.S. Bank, as successor Agent, hereby accepts the appointment as Agent under this Agreement and the other Loan Documents, subject to all the conditions and provisions of this Agreement and the other Loan Documents, and in such capacity accepts and assumes all of the Transferred Rights and Obligations under this Agreement and the other Loan Documents and agrees to be bound by all the terms of this Agreement and the other Loan Documents, such acceptance and assumption to be effective as of the Closing Date.

Orion Energy Partners Investment Agent, LLC 350 Fifth Avenue #6740 New York, NY 10118 Attention:Gerrit Nicholas; Rui Viana; Mark Friedland;

Successor. Prior to the effective date of termination of this Agreement, or the effective date of the resignation of the Custodian, as the case may be, the Company shall give Proper Instruction to the Custodian designating a successor Custodian, if applicable.

Successor. Except as otherwise provided herein, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any Permitted Transferee pursuant to Section 9.

Successor. All obligations of the Company under the Plan and this Agreement, with respect to the Stock Units, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

Successor. This Agreement shall be binding upon Employee and Employee’s legal representatives, heirs, legatees and distributes and upon the Company, its successors and assigns.

Administrative Agent and Affiliates. Administrative Agent shall have the same rights and powers under the Loan Documents as any other Lender and may exercise or refrain from exercising the same as though it were not Administrative Agent, and Administrative Agent and its Affiliates may lend money to, invest in and generally engage in any kind of business with Borrower or any of its Affiliates or Subsidiaries as if it were not Administrative Agent hereunder.

Action by Administrative Agent. The duties of Administrative Agent shall be mechanical and administrative in nature. Administrative Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any of the Loan Documents is intended to or shall be construed to impose upon Administrative Agent any obligations in respect of this Agreement or any of the Loan Documents except as expressly set forth herein or therein.

Liability of Administrative Agent. Neither Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Loan Documents, except that Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify # any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; # the performance or observance of any of the covenants or agreements specified in any Loan Document; # the satisfaction of any condition specified in any Loan Document; # the validity, effectiveness, sufficiency or genuineness of any Loan Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith; # the existence or non-existence of any Default or Event of Default; or # the financial condition of Borrower, any Affiliate of Borrower of Borrower. Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them).