Common use of The Administrative Agents Clause in Contracts

The Administrative Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the Administrative Agent and, as applicable, the Canadian Administrative Agent, as its agent and authorizes each of the Administrative Agents to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Applicable Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the Administrative Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agent. Each of the Administrative Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agents also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agents may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agents may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Person. Each of the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraph, each of the Administrative Agents may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives notice of its resignation, then the retiring agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns hereunder, the provisions of this Article, Section 2.17(d) and Section 9.03 shall continue in effect for the benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Applicable Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the Administrative Agent and, as applicable, the Canadian Administrative Agent, as its agent and authorizes each of the Administrative Agents to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Applicable Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the Administrative Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agent. Each of the Administrative Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agents also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agents may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agents may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Person. Each of the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraph, each of the Administrative Agents may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives notice of its resignation, then the retiring agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns hereunder, the provisions of this Article, Section 2.17(d) and Section 9.03 shall continue in effect for the benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Applicable Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-The Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, each of JPMorgan Chase Bank, N.A. and Citibank, N.A. is hereby appointed to act as an Administrative Agent on behalf of the Lenders and CBNA is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicablefor purposes of this Article VII, shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving CBNA is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Company or any Borrowing Subsidiary of any Event of Default of which CBNA has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Company or any Borrowing Subsidiary pursuant to this Agreement as received by CBNA. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither Administrative Agent or Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations responsibilities, except those expressly set forth in the herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan DocumentsDocument or otherwise exist against either Administrative Agent. Without limiting the generality of Notwithstanding the foregoing, (a) neither JPMCB shall have no duties under the Loan Documents in its capacity as Administrative Agent and none of the Administrative Agents shall be subject to any fiduciary Documentation Agents, Syndication Agent, Joint Lead Arrangers or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of Bookrunners listed on the Administrative Agents cover page hereof shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (duties or such other number responsibilities under this Agreement or percentage any of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the other Loan Documents, neither of the except in its capacity, as an agent or a Lender. Neither Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or Agent nor any of its Subsidiaries that is communicated to or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or their respective affiliates nor any of its Affiliates in any capacity. Neither of the Administrative Agents their or their respective affiliates’ directors, officers, employees, agents, advisors or attorneys-in-fact shall be liable for any action taken or not omitted to be taken by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful misconduct. Neither misconduct (as determined by a final and nonappealable decision of the Administrative Agents shall be deemed to have knowledge a court of any Default unless and until written notice thereof is given to such Person by the Borrower Representative competent jurisdiction), or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in any document delivered in connection with any Loan Document, (ii) herewith or the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by the Company or any Borrowing Subsidiary of any of the covenantsterms, conditions, covenants or agreements contained in this Agreement. The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements or other terms for the failure of the Company or conditions set forth in any Borrowing Subsidiary to perform its obligations under this Agreement. The Administrative Agents may deem and treat the Lender which makes any Loan Document, (iv) as the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence holder of the Collateralindebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or (vi) refraining from acting, in accordance with written instructions signed by the satisfaction of Required Lenders and, except as otherwise specifically provided herein, such instructions and any condition set forth in Article IV action or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to inaction pursuant thereto shall be delivered to such Applicable Administrative Agentbinding on all the Lenders. Each of the The Administrative Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense that may be incurred by them by reason of taking or continuing to take any such action. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each Neither Administrative Agent nor any of their respective directors, officers, employees or agents shall have any responsibility to the Company or any Borrowing Subsidiary on account of the Administrative Agents also may rely upon failure of or delay in performance or breach by any statement made Lender of any of its obligations hereunder or to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Lender on account of the failure of or delay in performance or breach by any other Lender or the Company of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their Affiliates, agents, attorneys-in-fact or employees and shall be entitled to rely upon the advice of legal counsel selected by them (who may be including counsel for to the BorrowersCompany), independent accountants and other experts selected by it, them with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel. The Lenders hereby acknowledge that the Administrative Agents shall be under no duty to take any discretionary action permitted to be taken by them pursuant to the provisions of this Agreement unless they shall be requested in writing to do so by the Required Lenders. The Administrative Agents shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agents have received notice from a Lender or the Company referring to this Agreement, accountants describing such Default or expertsEvent of Default and stating that such notice is a “notice of default”. Each In the event that the Administrative Agents receive such a notice, the Administrative Agents shall give notice thereof to the Lenders. The Administrative Agents shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agents shall have received such directions, the Administrative Agents may perform any and all (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Person. Each Default as it shall deem advisable in the best interests of the Lenders. Subject, in the case of a resignation of both Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agentAgents, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the either Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the Borrower RepresentativeCompany. Upon any such resignationresignation of both Administrative Agents, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives Administrative Agents give notice of its their resignation, then the retiring agent Administrative Agents may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such commercial bank. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agents and the retiring Administrative Agents shall be discharged from their duties and obligations hereunder. If only one of the Administrative Agents shall resign, the other Administrative Agent or Canadian shall become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, as applicable,, Agent and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 8.5 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Company and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Company; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Administrative Agent or any of its directors, officers, employees or agents as determined by a final and nonappealable decision of a court of competent jurisdiction. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared Except for notices, reports and other documents expressly required to be furnished to the Lenders by or on behalf of the Administrative Agent; (b) Agents hereunder, the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner Agents shall not have any rightduty or responsibility to provide any Lender with any credit or other information concerning the business, poweroperations, obligationproperty, liabilitycondition (financial or otherwise), responsibility prospects or duty under this Agreement other than those applicable to all Lenders as suchcreditworthiness of the Company or any Borrowing Subsidiary or any affiliate of the Company or any Borrowing Subsidiary that may come into the possession of the Administrative Agents or any of its officers, directors, employees, agents, advisors, attorneys in fact or affiliates.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, each of JPMorgan Chase Bank, N.A. and Citicorp North America, Inc. is hereby appointed to act as an Administrative Agent on behalf of the Lenders and CNAI is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicablefor purposes of this Article VII, shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving CNAI is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Company or any Borrowing Subsidiary of any Event of Default of which CNAI has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Company or any Borrowing Subsidiary pursuant to this Agreement as received by CNAI. Notwithstanding the Administrative Agent or Canadian Administrative Agent hereunder foregoing, JPMCB shall have no duties under the same rights and powers Loan Documents in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative and none of the Syndication Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Joint Lead Arrangers or Bookrunners listed on the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents cover page hereof shall have any powers, duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality responsibilities under this Agreement or any of the foregoing, (a) neither of the Administrative Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the except in its capacity, as an agent or a Lender. Neither Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or Agent nor any of its Subsidiaries that is communicated to their respective directors, officers, employees or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents agents shall be liable as such for any action taken or not taken omitted by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative , or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by the Company or any Borrowing Subsidiary of any of the covenantsterms, conditions, covenants or agreements or other terms or conditions set forth contained in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agentthis Agreement. Each of the The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes any Loan as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each Neither Administrative Agent nor any of their respective directors, officers, employees or agents shall have any responsibility to the Company or any Borrowing Subsidiary on account of the Administrative Agents also may rely upon failure of or delay in performance or breach by any statement made Lender of any of its obligations hereunder or to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Lender on account of the failure of or delay in performance or breach by any other Lender or the Company of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, them with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel, accountants or experts. Each of The Lenders hereby acknowledge that the Administrative Agents may perform shall be under no duty to take any and all of its duties and exercise its rights and powers discretionary action permitted to be taken by or through any one or more sub-agents appointed by such Person. Each of them pursuant to the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Agreement unless they shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to Required Lenders. Subject, in the Related Parties case of each a resignation of the both Administrative Agents and any such sub-agentAgents, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the either Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the Borrower RepresentativeCompany. Upon any such resignationresignation of both Administrative Agents, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives Administrative Agents give notice of its their resignation, then the retiring agent Administrative Agents may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such commercial bank. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agents and the retiring Administrative Agents shall be discharged from their duties and obligations hereunder. If only one of the Administrative Agents shall resign, the other Administrative Agent or Canadian shall become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, as applicable,, Agent and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 8.5 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Company and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Company; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Administrative Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, each of Citibank, N.A. and JPMorgan Chase Bank, N.A. is hereby appointed to act as an Administrative Agent on behalf of the Lenders and CBNA is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicablefor purposes of this Article VII, shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving CBNA is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Company or any Borrowing Subsidiary of any Event of Default of which CBNA has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Company or any Borrowing Subsidiary pursuant to this Agreement as received by CBNA. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither Administrative Agent or Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations responsibilities, except those expressly set forth in the herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan DocumentsDocument or otherwise exist against either Administrative Agent. Without limiting the generality of Notwithstanding the foregoing, (a) neither JPMCB shall have no duties under the Loan Documents in its capacity as Administrative Agent and none of the Administrative Agents shall be subject to any fiduciary Documentation Agents, Joint Lead Arrangers or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of Bookrunners listed on the Administrative Agents cover page hereof shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (duties or such other number responsibilities under this Agreement or percentage any of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the other Loan Documents, neither of the except in its capacity, as an agent or a Lender. Neither Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or Agent nor any of its Subsidiaries that is communicated to or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or their respective affiliates nor any of its Affiliates in any capacity. Neither of the Administrative Agents their or their respective affiliates’ directors, officers, employees, agents, advisors or attorneys-in-fact shall be liable for any action taken or not omitted to be taken by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful misconduct. Neither misconduct (as determined by a final and nonappealable decision of the Administrative Agents shall be deemed to have knowledge a court of any Default unless and until written notice thereof is given to such Person by the Borrower Representative competent jurisdiction), or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in any document delivered in connection with any Loan Document, (ii) herewith or the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by the Company or any Borrowing Subsidiary of any of the covenantsterms, conditions, covenants or agreements contained in this Agreement. The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements or other terms for the failure of the Company or conditions set forth in any Borrowing Subsidiary to perform its obligations under this Agreement. The Administrative Agents may deem and treat the Lender which makes any Loan Document, (iv) as the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence holder of the Collateralindebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or (vi) refraining from acting, in accordance with written instructions signed by the satisfaction of Required Lenders and, except as otherwise specifically provided herein, such instructions and any condition set forth in Article IV action or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to inaction pursuant thereto shall be delivered to such Applicable Administrative Agentbinding on all the Lenders. Each of the The Administrative Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense that may be incurred by them by reason of taking or continuing to take any such action. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each Neither Administrative Agent nor any of their respective directors, officers, employees or agents shall have any responsibility to the Company or any Borrowing Subsidiary on account of the Administrative Agents also may rely upon failure of or delay in performance or breach by any statement made Lender of any of its obligations hereunder or to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Lender on account of the failure of or delay in performance or breach by any other Lender or the Company of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their Affiliates, agents, attorneys-in-fact or employees and shall be entitled to rely upon the advice of legal counsel selected by them (who may be including counsel for to the BorrowersCompany), independent accountants and other experts selected by it, them with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel. The Lenders hereby acknowledge that the Administrative Agents shall be under no duty to take any discretionary action permitted to be taken by them pursuant to the provisions of this Agreement unless they shall be requested in writing to do so by the Required Lenders. The Administrative Agents shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agents have received notice from a Lender or the Company referring to this Agreement, accountants describing such Default or expertsEvent of Default and stating that such notice is a “notice of default”. Each In the event that the Administrative Agents receive such a notice, the Administrative Agents shall give notice thereof to the Lenders. The Administrative Agents shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agents shall have received such directions, the Administrative Agents may perform any and all (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Person. Each Default as it shall deem advisable in the best interests of the Lenders. Subject, in the case of a resignation of both Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agentAgents, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the either Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the Borrower RepresentativeCompany. Upon any such resignationresignation of both Administrative Agents, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives Administrative Agents give notice of its their resignation, then the retiring agent Administrative Agents may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such commercial bank. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agents and the retiring Administrative Agents shall be discharged from their duties and obligations hereunder. If only one of the Administrative Agents shall resign, the other Administrative Agent or Canadian shall become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, as applicable,, Agent and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 8.5 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Company and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Company; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Administrative Agent or any of its directors, officers, employees or agents as determined by a final and nonappealable decision of a court of competent jurisdiction. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared Except for notices, reports and other documents expressly required to be furnished to the Lenders by or on behalf of the Administrative Agent; (b) Agents hereunder, the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner Agents shall not have any rightduty or responsibility to provide any Lender with any credit or other information concerning the business, poweroperations, obligationproperty, liabilitycondition (financial or otherwise), responsibility prospects or duty under this Agreement other than those applicable to all Lenders as suchcreditworthiness of the Company or any Borrowing Subsidiary or any affiliate of the Company or any Borrowing Subsidiary that may come into the possession of the Administrative Agents or any of its officers, directors, employees, agents, advisors, attorneys in fact or affiliates.

The Administrative Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the Administrative Agent and, as applicable, the Canadian Multicurrency Administrative Agent, as its agent and authorizes each of the Administrative Agents to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Applicable Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian Multicurrency Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Multicurrency Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Multicurrency Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the Administrative Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by such bank serving as the Administrative Agent of Canadian or Multicurrency Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agent. Each of the Administrative Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agents also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agents may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agents may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Person. Each of the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Multicurrency Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraph, each of the Administrative Agents may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives notice of its resignation, then the retiring agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as an Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an anthe Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, resigns hereunder, the provisions of this Article, Section 2.17(d) and Section 9.03 shall continue in effect for the benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Applicable Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, and not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent AgentAgents and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney attorneyattorneys’ fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender under any Loan Document an amount equal to any applicable withholding Tax. If the IRS or any other Governmental Authority asserts a claim that such Agent did not properly withhold Tax from amounts paid to or for the account of any Lender (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding Tax with respect to a particular type of payment, or because such Lender failed to notify such Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding Tax ineffective, or for any other reason), or such Agent reasonably determines that it was required to withhold Taxes from a prior payment but failed to do so, such Lender shall promptly indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as Tax or otherwise, including penalties and interest, and together with all expenses incurred by such Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. Each Agent may offset against any payment to any Lender under a Loan Document, any applicable withholding Tax that was required to be withheld from any prior payment to such Lender but which was not so withheld, as well as any other amounts for which such Agent is entitled to indemnification from such Lender under this Article VIII.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, JPMCB is hereby appointed to act as the General Administrative Agent on behalf of the U.S. Lenders, JPMorgan Chase Bank, Tokyo Branch is hereby appointed to act as Japanese Administrative Agent on behalf of the Japanese Lenders, J.X. Xxxxxx Europe Limited is hereby appointed to act as European Administrative Agent on behalf of the Multicurrency Lenders and JPMCB is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicable, for purposes of this Article XII shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian Administrative Agent hereunder shall have is hereby expressly authorized by the same rights and powers in its capacity as a Lender as Lenders, without hereby limiting any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoingimplied authority, (a) neither to receive on behalf of the Administrative Agents shall be subject Lenders all payments of principal of and interest on the Loans, payments in respect of the Letters of Credit and all other amounts due to any fiduciary or other implied dutiesthe Lenders hereunder, regardless and promptly to distribute to each Lender its proper share of whether a Default has occurred and is continuing, each payment so received; (b) neither to give notice on behalf of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage each of the Lenders as shall be necessary under to the circumstances as provided Credit Parties of any Event of Default of which such Administrative Agent has actual knowledge acquired in Section 9.02), connection with its agency hereunder; and (c) except to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Credit Party pursuant to this Agreement as expressly set forth in the Loan Documents, neither of received by such Administrative Agent. Neither the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or nor any of its Subsidiaries that is communicated to their respective directors, officers, employees or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents agents shall be liable as such for any action taken or not taken omitted by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful wilful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative , or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by any Borrower of any of the covenantsterms, conditions, covenants or agreements or other terms or conditions set forth contained in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agentthis Agreement. Each of the The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes any Loan or issues or participates in any Letter of Credit as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each of Neither the Administrative Agents also may rely upon nor any statement made of their respective directors, officers, employees or agents shall have any responsibility to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or any Borrower of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, them with due care with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel, accountants or experts. Each of The Lenders hereby acknowledge that the Administrative Agents may perform shall be under no duty to take any and all of its duties and exercise its rights and powers discretionary action permitted to be taken by or through any one or more sub-agents appointed by such Person. Each of them pursuant to the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Agreement unless they shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative AgentRequired Lenders. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the any Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks other Administrative Agents and the Borrower RepresentativeCompany. Upon any such resignationresignation of an Administrative Agent, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent Administrative Agent gives notice of its resignation, then the retiring agent Administrative Agent may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank having a combined capital and surplus of at least $500,000,000 (or an any Affiliate of any such commercial bank), (i) with, in the case of the U.S. Commitments, an office in New York, New York, (ii) with, in the case of the Japanese Commitments, an office in Tokyo, Japan, or (iii) with, in the case of the Multicurrency Commitments, an office in London. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article XII and Section 9.03 13.05 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by, or Letters of Credit issued by or participated in by, them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its pro rata share of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrowers and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Borrowers; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Administrative Agent or any of its directors, officers, employees or agents. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.this

The Administrative Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the Administrative Agent and, as applicable, the Canadian Multicurrency Administrative Agent, as its agent and authorizes each of the Administrative Agents to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Applicable Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian Multicurrency Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Multicurrency Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Multicurrency Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the Administrative Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by such bank serving as the Administrative Agent of Canadian or Multicurrency Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agent. Each of the Administrative Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agents also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agents may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agents may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Person. Each of the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Multicurrency Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraph, each of the Administrative Agents may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives notice of its resignation, then the retiring agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as an Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, resigns hereunder, the provisions of this Article, Section 2.17(d) and Section 9.03 shall continue in effect for the benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Applicable Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender under any Loan Document an amount equal to any applicable withholding Tax. If the IRS or any other Governmental Authority asserts a claim that such Agent did not properly withhold Tax from amounts paid to or for the account of any Lender (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding Tax with respect to a particular type of payment, or because such Lender failed to notify such Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding Tax ineffective, or for any other reason), or such Agent reasonably determines that it was required to withhold Taxes from a prior payment but failed to do so, such Lender shall promptly indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as Tax or otherwise, including penalties and interest, and together with all expenses incurred by such Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. Each Agent may offset against any payment to any Lender under a Loan Document, any applicable withholding Tax that was required to be withheld from any prior payment to such Lender but which was not so withheld, as well as any other amounts for which such Agent is entitled to indemnification from such Lender under this Article VIII.

The Administrative Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints the US Administrative Agent and, as applicable, the Canadian Administrative Agent, as its agent and authorizes each of the US Administrative Agents Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Applicable US Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders hereby irrevocably appoints the Canadian Administrative Agent as its agent and authorizes the Canadian Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Canadian Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the US Administrative Agent hereunder shall have the same rights and powers in its capacity as a US Lender as any other US Lender and may exercise the same as though it were not the US Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the US Administrative Agent hereunder. The bank serving as the Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Canadian Lender as any other Canadian Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the US Administrative Agents Agent nor the Canadian Administrative Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the Administrative Agents Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable such US Administrative Agent is required to exercise in writing as directed by the Required Lenders, the Required US Lenders or the Required Canadian Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), as applicable, and (c) except as expressly set forth in the Loan Documents, neither of the Administrative Agents Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by such the bank serving as the US Administrative Agent of Agent, Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders, the Required US Lenders or the Required Canadian Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) ), as applicable, or in the absence of its own gross negligence or willful misconduct. Neither of the Administrative Agents Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person Administrative Agent by the either Borrower Representative or a Lender, and such Person neither Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agent. Each of the Administrative Agents Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agents Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agents Agent may consult with legal counsel (who may be counsel for the Borrowerseither Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agents Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such PersonAdministrative Agent. Each of the Administrative Agents Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the either Administrative Agents Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian such Administrative Agent. Subject to the appointment and acceptance of a successor Applicable US Administrative Agent or Canadian Administrative Agent, as the case may be, as provided in this paragraph, each of the Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks Bank and the Borrower RepresentativeBorrowers. Upon any such resignation, the Required US Lenders or the Required Canadian Lenders, as applicable, shall have the right, in consultation with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing)Borrowers, to appoint a successor. If no successor shall have been so appointed by the Required US Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) or Required Canadian Lenders, as applicable, and shall have accepted such appointment within 30 days after the retiring agent US Administrative Agent or Canadian Administrative Agent, as the case may be, gives notice of its resignation, then the such retiring agent Administrative Agent may, on behalf of the Lenders and the Issuing BanksBank, appoint a successor US Administrative Agent or Canadian Administrative Agent, as applicablethe case may be, which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as an US Administrative Agent or Canadian Administrative Agent, as applicablethe case may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the such retiring Administrative Agent, and such retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor US Administrative Agent or Canadian Administrative Agent, as applicablethe case may be, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers either Borrower and such successor. After an the US Administrative Agent Agent’s or the Canadian Administrative Agent’s, as applicablethe case may be, resigns resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 shall continue in effect for the benefit of such retiring PersonAdministrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Applicable US Administrative Agent or Canadian Administrative Agent, as the case may be. Each Lender acknowledges that it has, independently and without reliance upon either of the Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the each Administrative Agent; (b) the each Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the each Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this AgreementAgreement (provided, that each Administrative Agent shall be permitted to share any such Report with the Borrowers in its reasonable discretion); and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the each Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, JPMCB is hereby appointed to act as the General Administrative Agent on behalf of the U.S. Lenders, JPMorgan Chase Bank, Tokyo Branch is hereby appointed to act as Japanese Administrative Agent on behalf of the Japanese Lenders, X.X.Xxxxxx Europe Limited is hereby appointed to act as European Administrative Agent on behalf of the Multicurrency Lenders and JPMCB is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicable, for purposes of this Article XII shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian Administrative Agent hereunder shall have is hereby expressly authorized by the same rights and powers in its capacity as a Lender as Lenders, without hereby limiting any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoingimplied authority, (a) neither to receive on behalf of the Administrative Agents shall be subject Lenders all payments of principal of and interest on the Loans, payments in respect of the Letters of Credit and all other amounts due to any fiduciary or other implied dutiesthe Lenders hereunder, regardless and promptly to distribute to each Lender its proper share of whether a Default has occurred and is continuing, each payment so received; (b) neither to give notice on behalf of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage each of the Lenders as shall be necessary under to the circumstances as provided Credit Parties of any Event of Default of which such Administrative Agent has actual knowledge acquired in Section 9.02), connection with its agency hereunder; and (c) except to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Credit Party pursuant to this Agreement as expressly set forth in the Loan Documents, neither of received by such Administrative Agent. Neither the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or nor any of its Subsidiaries that is communicated to their respective directors, officers, employees or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents agents shall be liable as such for any action taken or not taken omitted by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful wilful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative , or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by any Borrower of any of the covenantsterms, conditions, covenants or agreements or other terms or conditions set forth contained in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agentthis Agreement. Each of the The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes any Loan or issues or participates in any Letter of Credit as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each of Neither the Administrative Agents also may rely upon nor any statement made of their respective directors, officers, employees or agents shall have any responsibility to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or any Borrower of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, them with due care with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel, accountants or experts. Each of The Lenders hereby acknowledge that the Administrative Agents may perform shall be under no duty to take any and all of its duties and exercise its rights and powers discretionary action permitted to be taken by or through any one or more sub-agents appointed by such Person. Each of them pursuant to the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Agreement unless they shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative AgentRequired Lenders. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the any Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks other Administrative Agents and the Borrower RepresentativeCompany. Upon any such resignationresignation of an Administrative Agent, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent Administrative Agent gives notice of its resignation, then the retiring agent Administrative Agent may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank having a combined capital and surplus of at least $500,000,000 (or an any Affiliate of any such commercial bank), (i) with, in the case of the U.S. Commitments, an office in New York, New York, (ii) with, in the case of the Japanese Commitments, an office in Tokyo, Japan, or (iii) with, in the case of the Multicurrency Commitments, an office in London. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns 's resignation hereunder, the provisions of this Article, Section 2.17(d) Article XII and Section 9.03 13.05 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by, or Letters of Credit issued by or participated in by, them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its pro rata share of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrowers and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Borrowers; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Administrative Agent or any of its directors, officers, employees or agents. For purposes hereof, a Lender's "pro rata share" shall be determined based upon its share of the sum of the aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, JPMCB, is hereby appointed to act as the General Administrative Agent on behalf of the U.S. Lenders, JPMorgan Chase Bank, N.A., Tokyo Branch is hereby appointed to act as Japanese Administrative Agent on behalf of the Japanese Lenders, X.X. Xxxxxx Europe Limited is hereby appointed to act as European Administrative Agent on behalf of the Multicurrency Lenders and JPMCB is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicable, for purposes of this Article XII shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans, payments in respect of the Letters of Credit and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrowers of any Event of Default of which such Administrative Agent hereunder shall have the same rights has actual knowledge acquired in connection with its agency hereunder; and powers in its capacity (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian received by such Administrative Agent. Notwithstanding anything herein to the contrary, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither none of the Administrative Agents Arrangers, syndication agents, documentation agents or bookrunners listed on the cover page hereof shall have any duties or obligations except those expressly set forth in under this Agreement or any of the other Loan Documents. Without limiting , except in its capacity, as applicable, as the generality General Administrative Agent, the Japanese Administrative Agent, the European Administrative Agent, the Left Lead Arranger, the Issuing Lender or a Lender under this Agreement, but all such Persons shall have the benefit of the foregoing, (a) neither of indemnities provided for hereunder. Neither the Administrative Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or nor any of its Subsidiaries that is communicated to their respective directors, officers, employees or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents agents shall be liable as such for any action taken or not taken omitted by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful wilful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative , or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by any Borrower of any of the covenantsterms, conditions, covenants or agreements or other terms or conditions set forth contained in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agentthis Agreement. Each of the The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes any Loan or issues or participates in any Letter of Credit as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each of Neither the Administrative Agents also may rely upon nor any statement made of their respective directors, officers, employees or agents shall have any responsibility to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or any Borrower of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their respective branches, Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, them with due care with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel. Without limiting the foregoing, accountants any Administrative Agent may, by notice to the Company and the applicable Borrower, designate any of its branches or expertsAffiliates as the Person to receive any or all notices (including Borrowing Requests and Interest Election Requests) to be delivered to such Administrative Agent pursuant to this Agreement. Each of The Lenders hereby acknowledge that the Administrative Agents may perform shall be under no duty to take any and all of its duties and exercise its rights and powers discretionary action permitted to be taken by or through any one or more sub-agents appointed by such Person. Each of them pursuant to the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Agreement unless they shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative AgentRequired Lenders. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the any Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks other Administrative Agents and the Borrower RepresentativeCompany. Upon any such resignationresignation of an Administrative Agent, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent Administrative Agent gives notice of its resignation, then the retiring agent Administrative Agent may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank having a combined capital and surplus of at least $500,000,000 (or an any Affiliate of any such commercial bank), (i) with, in the case of the U.S. Commitments, an office in New York, New York, (ii) with, in the case of the Japanese Commitments, an office in Tokyo, Japan, or (iii) with, in the case of the Multicurrency Commitments, an office in London. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article XII and Section 9.03 13.05 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by, or Letters of Credit issued by or participated in by, them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its a pro rata share of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrowers and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Borrowers; provided that no Lender shall be liable to any Administrative Agent for any portion of such losses, claims, damages, liabilities or related expenses resulting from the gross negligence or wilful misconduct of such Administrative Agent or any of its directors, officers, employees or agents. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the each Administrative Agent and, as applicable, the Canadian Administrative Agent, as its agent hereunder and authorizes each of the Administrative Agents Agent to take such actions on its behalf, including execution of the other Loan Documents, behalf and to exercise such powers as are delegated to the Applicable such Administrative Agent by the terms of the Loan Documentshereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each bank The Person serving as the U.S. Administrative Agent or the Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian an Administrative Agent, and such bank Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties either Borrower or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian an Administrative Agent hereunder. Neither of the Administrative Agents Agent shall have any duties or obligations except those expressly set forth in the Loan Documentsherein. Without limiting the generality of the foregoing, (a) neither of the Administrative Agents Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents hereby that the Applicable such Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02)Lenders, and (c) except as expressly set forth in the Loan Documentsherein, neither of the Administrative Agents Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party either Borrower or any of its Subsidiaries that is communicated to or obtained by such the bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage except to the extent found by a final, non-appealable judgment of a court to arise from the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct). Neither of the Administrative Agents Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person Administrative Agent by the Borrower Representative Company or a Lender, and such Person Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Documentthis Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection with any Loan Documentherewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Documentherein or therein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document this Agreement or any other agreement, instrument or document, or (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV V or elsewhere in any Loan Documentherein or therein, other than to confirm receipt of items expressly required to be delivered to such Applicable the Administrative AgentAgents. Each of the Administrative Agents Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agents Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agents Agent may consult with legal counsel (who may be counsel for the Borrowersa Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agents Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such PersonAdministrative Agent. Each of the Administrative Agents Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraph, each of the either Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the Borrower RepresentativeCompany. Upon any such resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing)Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent Administrative Agent gives notice of its resignation, then the retiring agent Administrative Agent may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York or an affiliate of such bank and, in the case of the Canadian Administrative Agent, as applicableshall also have an office in Toronto, which shall be a commercial bank or an Affiliate of any such commercial bankCanada. Upon the acceptance of its appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers either Borrower to a successor Administrative Agent or Canadian Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers such Borrower and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns 's resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon either of the Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as Notwithstanding anything herein to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and againstcontrary, the claims, actions, proceedings, damages, costs, expenses, Joint Bookrunners and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as Joint Lead Arrangers and the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner Agents shall not have any right, power, obligation, liability, responsibility duties or duty liabilities under this Agreement other than those applicable to all Lenders Agreement, except in their capacity, if any, as suchLenders.

The Administrative Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints each of the Administrative Agent and, as applicable, the Canadian Administrative Agent, Agents as its agent and authorizes each of the Administrative Agents to take such actions on its behalf, including execution of the other Loan DocumentsDocuments to which an Administrative Agent is a party, and to exercise such powers as are delegated to the Applicable each such Administrative Agent Agent, respectively, by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian an Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian an Administrative Agent, and such bank and its Affiliates Affili­ates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian an Administrative Agent hereunder. Neither of the No Administrative Agents Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the an Administrative Agents Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the an Administrative Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable such Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the such Administrative Agents Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by such the bank serving as the Administrative Agent of Canadian an Administrative Agent or any of its Affiliates in any capacity. Neither of the An Administrative Agents Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. Neither of the An Administrative Agents Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Person Administrative Agent by the a Borrower Representative or a Lender, and such Person the Administrative Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agent. Each of the Administrative Agents Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agents Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agents Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agents Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Personeach Administrative Agent. Each of the Administrative Agents Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of (i) each of the Administrative Agents Agent and (ii) any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian an Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraph, each of the an Administrative Agents Agent may resign at any time by notifying the Lenders, the other Administrative Agents, the Issuing Banks and the Borrower RepresentativeBorrowing Representatives. Upon any such resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing)Borrowing Representatives, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent Administrative Agent gives notice of its resignation, then the such retiring agent Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank with an office in New York, New York and/or a successor UK Administrative Agent which shall be a commercial bank with an office in London, England, as applicable, or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the such retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 shall continue in effect for the benefit of such retiring PersonAdministrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Applicable Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the any Administrative Agent; (b) the each Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes Agents undertake no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the each Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication AgentNone of the rights or obligations of any Administrative Agent under any Loan Document may be amended, each Co-Documentation supplemented or otherwise modified without the prior written consent of such Administrative Agent and the Required Lenders. The UK Borrower has requested that the UK Administrative Agent provide daily advice on each Joint Lead Arranger and Joint Bookrunner UK Business Day setting forth the UK Availability. The UK Administrative Agent shall not have any liability if it fails to provide such advice on any day. In addition, to the extent the UK Administrative Agent provides such advice, the UK Administrative shall not have any liability to any party in connection with such advice, including but not limited to, whether the information in such advice is accurate. The designation of (i) J.X. Xxxxxx Securities Inc. as “Sole Bookrunner and Sole Lead Arranger”, and (ii) HSBC Bank USA, N.A. and Wxxxx Fargo Capital Finance, LLC as “syndication agent”, “documentation agent” or “Co-Agents” shall not confer upon any of such entities any right, power, obligation, liability, responsibility or duty under this Agreement. Without limiting the foregoing, none of the Lenders, or Affiliates thereof, so identified as a “co-agent”, “lead arranger”, “bookrunner” “syndication agent”, or “documentation agent” shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the parties so identified in deciding to enter into this Agreement other than those applicable to all Lenders as suchor in taking or not taking action hereunder.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, Chase is hereby appointed to act as the General Administrative Agent on behalf of the U.S. Lenders, The Chase Manhattan Bank, Tokyo Branch is hereby appointed to act as Japanese Administrative Agent on behalf of the Japanese Lenders, Chase Manhattan International Limited is hereby appointed to act as Euro Administrative Agent on behalf of the Euro Lenders and Chase is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicable, for purposes of this Article XIV shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian Administrative Agent hereunder shall have is hereby expressly authorized by the same rights and powers in its capacity as a Lender as Lenders, without hereby limiting any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoingimplied authority, (a) neither to receive on behalf of the Administrative Agents shall be subject Lenders all payments of principal of and interest on the Loans, payments in respect of the Letters of Credit and all other amounts due to any fiduciary or other implied dutiesthe Lenders hereunder, regardless and promptly to distribute to each Lender its proper share of whether a Default has occurred and is continuing, each payment so received; (b) neither to give notice on behalf of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage each of the Lenders as shall be necessary under to the circumstances as provided Credit Parties of any Event of Default of which such Administrative Agent has actual knowledge acquired in Section 9.02), connection with its agency hereunder; and (c) except to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Credit Party pursuant to this Agreement as expressly set forth in the Loan Documents, neither of received by such Administrative Agent. Neither the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or nor any of its Subsidiaries that is communicated to their respective directors, officers, employees or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents agents shall be liable as such for any action taken or not taken omitted by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative , or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by any Borrower of any of the covenantsterms, conditions, covenants or agreements or other terms or conditions set forth contained in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agentthis Agreement. Each of the The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes any Loan or issues or participates in any Letter of Credit as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each of Neither the Administrative Agents also may rely upon nor any statement made of their respective directors, officers, employees or agents shall have any responsibility to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or any Borrower of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, them with due care with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel, accountants or experts. Each of The Lenders hereby acknowledge that the Administrative Agents may perform shall be under no duty to take any and all of its duties and exercise its rights and powers discretionary action permitted to be taken by or through any one or more sub-agents appointed by such Person. Each of them pursuant to the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Agreement unless they shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative AgentRequired Lenders. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the any Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks other Administrative Agents and the Borrower RepresentativeCompany. Upon any such resignationresignation of an Administrative Agent, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent Administrative Agent gives notice of its resignation, then the retiring agent Administrative Agent may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank having a combined capital and surplus of at least $500,000,000 (or an any Affiliate of any such commercial bank), (x) with, in the case of the U.S. Commitments, an office in New York, New York, (y) with, in the case of the Japanese Commitments, an office in Tokyo, Japan or (z) with the case of with, in the case of the Euro Commitments, an office in London. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns 's resignation hereunder, the provisions of this Article, Section 2.17(d) Article XIV and Section 9.03 15.5 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by, or Letters of Credit issued by or participated in by, them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrowers and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Borrowers; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Administrative Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, each of The Chase Manhattan Bank and Citibank, N.A. is hereby appointed to act as an Administrative Agent on behalf of the Lenders and Citibank is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicablefor purposes of this Article VII, shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving Citibank is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Company or any Borrowing Subsidiary of any Event of Default of which Citibank has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Company or any Borrowing Subsidiary pursuant to this Agreement as received by Citibank. Notwithstanding the Administrative Agent or Canadian Administrative Agent hereunder foregoing, Chase shall have no duties under the same rights and powers Loan Documents in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent. Neither Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the Administrative Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or nor any of its Subsidiaries that is communicated to their respective directors, officers, employees or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents agents shall be liable as such for any action taken or not taken omitted by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative , or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by the Company or any Borrowing Subsidiary of any of the covenantsterms, conditions, covenants or agreements or other terms or conditions set forth contained in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agentthis Agreement. Each of the The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes any Loan as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each Neither Administrative Agent nor any of their respective directors, officers, employees or agents shall have any responsibility to the Company or any Borrowing Subsidiary on account of the Administrative Agents also may rely upon failure of or delay in performance or breach by any statement made Lender of any of its obligations hereunder or to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Lender on account of the failure of or delay in performance or breach by any other Lender or the Company of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, them with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel, accountants or experts. Each of The Lenders hereby acknowledge that the Administrative Agents may perform shall be under no duty to take any and all of its duties and exercise its rights and powers discretionary action permitted to be taken by or through any one or more sub-agents appointed by such Person. Each of them pursuant to the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Agreement unless they shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to Required Lenders. Subject, in the Related Parties case of each a resignation of the both Administrative Agents and any such sub-agentAgents, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the either Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the Borrower RepresentativeCompany. Upon any such resignationresignation of both Administrative Agents, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives Administrative Agents give notice of its their resignation, then the retiring agent Administrative Agents may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such commercial bank. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agents and the retiring Administrative Agents shall be discharged from their duties and obligations hereunder. If only one of the Administrative Agents shall resign, the other Administrative Agent or Canadian shall become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, as applicable,, Agent and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 8.5 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Company and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Company; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Administrative Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, JPMCB is hereby appointed to act as the General Administrative Agent on behalf of the U.S. Lenders, JPMorgan Chase Bank, N.A., Tokyo Branch is hereby appointed to act as Japanese Administrative Agent on behalf of the Japanese Lenders, J.X. Xxxxxx Europe Limited is hereby appointed to act as European Administrative Agent on behalf of the Multicurrency Lenders and JPMCB is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicable, for purposes of this Article XII shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian Administrative Agent hereunder shall have is hereby expressly authorized by the same rights and powers in its capacity as a Lender as Lenders, without hereby limiting any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoingimplied authority, (a) neither to receive on behalf of the Administrative Agents shall be subject Lenders all payments of principal of and interest on the Loans, payments in respect of the Letters of Credit and all other amounts due to any fiduciary or other implied dutiesthe Lenders hereunder, regardless and promptly to distribute to each Lender its proper share of whether a Default has occurred and is continuing, each payment so received; (b) neither to give notice on behalf of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage each of the Lenders as shall be necessary under to the circumstances as provided Borrowers of any Event of Default of which such Administrative Agent has actual knowledge acquired in Section 9.02), connection with its agency hereunder; and (c) except to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as expressly set forth in the Loan Documents, neither of received by such Administrative Agent. Neither the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or nor any of its Subsidiaries that is communicated to their respective directors, officers, employees or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents agents shall be liable as such for any action taken or not taken omitted by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful wilful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative , or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by any Borrower of any of the covenantsterms, conditions, covenants or agreements or other terms or conditions set forth contained in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agentthis Agreement. Each of the The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes any Loan or issues or participates in any Letter of Credit as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each of Neither the Administrative Agents also may rely upon nor any statement made of their respective directors, officers, employees or agents shall have any responsibility to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or any Borrower of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their respective branches, Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, them with due care with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel. Without limiting the foregoing, accountants any Administrative Agent may, by notice to the Company and the applicable Borrower, designate any of its branches or expertsAffiliates as the Person to receive any or all notices (including Borrowing Requests and Interest Election Requests) to be delivered to such Administrative Agent pursuant to this Agreement. Each of The Lenders hereby acknowledge that the Administrative Agents may perform shall be under no duty to take any and all of its duties and exercise its rights and powers discretionary action permitted to be taken by or through any one or more sub-agents appointed by such Person. Each of them pursuant to the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Agreement unless they shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative AgentRequired Lenders. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the any Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks other Administrative Agents and the Borrower RepresentativeCompany. Upon any such resignationresignation of an Administrative Agent, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent Administrative Agent gives notice of its resignation, then the retiring agent Administrative Agent may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank having a combined capital and surplus of at least $500,000,000 (or an any Affiliate of any such commercial bank), (i) with, in the case of the U.S. Commitments, an office in New York, New York, (ii) with, in the case of the Japanese Commitments, an office in Tokyo, Japan, or (iii) with, in the case of the Multicurrency Commitments, an office in London. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article XII and Section 9.03 13.05 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by, or Letters of Credit issued by or participated in by, them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrowers and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of its Applicable Percentage, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Borrowers; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Administrative Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, each of The Chase Manhattan Bank and Citibank, N.A. is hereby appointed to act as an Administrative Agent on behalf of the Lenders and Citibank is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicablefor purposes of this Article VII, shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving as Citibank is hereby expressly authorized by the Administrative Agent or Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as Lenders, without hereby limiting any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoingimplied authority, (a) neither to receive on behalf of the Administrative Agents shall be subject Lenders all payments of principal of and interest on the Loans and all other amounts due to any fiduciary or other implied dutiesthe Lenders hereunder, regardless and promptly to distribute to each Lender its proper share of whether a Default has occurred and is continuing, each payment so received; (b) neither to give notice on behalf of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage each of the Lenders as shall be necessary under to the circumstances as provided Company or any Borrowing Subsidiary of any Event of Default of which Citibank has actual knowledge acquired in Section 9.02), connection with its agency hereunder; and (c) except as expressly set forth in to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Loan Documents, neither of the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party Company or any of its Subsidiaries that is communicated Borrowing Subsidiary pursuant to or obtained this Agreement as received by such bank serving as the Citibank. Neither Administrative Agent of Canadian Administrative Agent or nor any of its Affiliates in any capacity. Neither of the Administrative Agents their respective directors, officers, employees or agents shall be liable as such for any action taken or not taken omitted by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative , or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by the Company or any Borrowing Subsidiary of any of the covenantsterms, conditions, covenants or agreements or other terms or conditions set forth contained in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agentthis Agreement. Each of the The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes any Loan as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each Neither Administrative Agent nor any of their respective directors, officers, employees or agents shall have any responsibility to the Company or any Borrowing Subsidiary on account of the Administrative Agents also may rely upon failure of or delay in performance or breach by any statement made Lender of any of its obligations hereunder or to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Lender on account of the failure of or delay in performance or breach by any other Lender or the Company of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, them with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel, accountants or experts. Each of The Lenders hereby acknowledge that the Administrative Agents may perform shall be under no duty to take any and all of its duties and exercise its rights and powers discretionary action permitted to be taken by or through any one or more sub-agents appointed by such Person. Each of them pursuant to the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Agreement unless they shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to Required Lenders. Subject, in the Related Parties case of each a resignation of the both Administrative Agents and any such sub-agentAgents, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the either Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the Borrower RepresentativeCompany. Upon any such resignationresignation of both Administrative Agents, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives Administrative Agents give notice of its their resignation, then the retiring agent Administrative Agents may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such commercial bank. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agents and the retiring Administrative Agents shall be discharged from their duties and obligations hereunder. If only one of the Administrative Agents shall resign, the other Administrative Agent or Canadian shall become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, as applicable,, Agent and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns 's resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 8.5 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Company and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Company; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Administrative Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, each of Citibank, N.A. and JPMCB is hereby appointed to act as an Administrative Agent on behalf of the Lenders and Citibank, N.A. is hereby appointed to act as Paying Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicablefor purposes of this ARTICLE VII, shall be deemed to include the Canadian Administrative Paying Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving The Paying Agent is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Company or any Borrowing Subsidiary of any Event of Default of which the Paying Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Company or any Borrowing Subsidiary pursuant to this Agreement as received by the Paying Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither Administrative Agent shall have any duties or Canadian responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against either Administrative Agent. Notwithstanding the foregoing, JPMCB shall have no duties under the Loan Documents in its capacity as Administrative Agent hereunder and none of the Syndication Agents, Documentation Agents, Joint Lead Arrangers or Bookrunners listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the same rights and powers other Loan Documents, except in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Lender. Neither Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the Administrative Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or nor any of its Subsidiaries that is communicated to or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or their respective affiliates nor any of its Affiliates in any capacity. Neither of the Administrative Agents their or their respective affiliates’ directors, officers, employees, agents, advisors or attorneys-in-fact shall be liable for any action taken or not omitted to be taken by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful misconduct. Neither misconduct (as determined by a final and non-appealable decision of the Administrative Agents shall be deemed to have knowledge a court of any Default unless and until written notice thereof is given to such Person by the Borrower Representative competent jurisdiction), or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in any document delivered in connection with any Loan Document, (ii) herewith or the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by the Company or any Borrowing Subsidiary of any of the covenantsterms, conditions, covenants or agreements contained in this Agreement. The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements or other terms for the failure of the Company or conditions set forth in any Borrowing Subsidiary to perform its obligations under this Agreement. The Administrative Agents may deem and treat the Lender which makes any Loan Document, (iv) as the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence holder of the Collateralindebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or (vi) refraining from acting, in accordance with written instructions signed by the satisfaction of Required Lenders and, except as otherwise specifically provided herein, such instructions and any condition set forth in Article IV action or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to inaction pursuant thereto shall be delivered to such Applicable Administrative Agentbinding on all the Lenders. Each of the The Administrative Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense that may be incurred by them by reason of taking or continuing to take any such action. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each Neither Administrative Agent nor any of their respective directors, officers, employees or agents shall have any responsibility to the Company or any Borrowing Subsidiary on account of the Administrative Agents also may rely upon failure of or delay in performance or breach by any statement made Lender of any of its obligations hereunder or to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Lender on account of the failure of or delay in performance or breach by any other Lender or the Company of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their Affiliates, agents, attorneys-in-fact or employees and shall be entitled to rely upon the advice of legal counsel selected by them (who may be including counsel for to the BorrowersCompany), independent accountants and other experts selected by it, them with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel. The Lenders hereby acknowledge that the Administrative Agents shall be under no duty to take any discretionary action permitted to be taken by them pursuant to the provisions of this Agreement unless they shall be requested in writing to do so by the Required Lenders. The Administrative Agents shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agents have received notice from a Lender or the Company referring to this Agreement, accountants describing such Default or expertsEvent of Default and stating that such notice is a “notice of default”. Each In the event that the Administrative Agents receive such a notice, the Administrative Agents shall give notice thereof to the Lenders. The Administrative Agents shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agents shall have received such directions, the Administrative Agents may perform any and all (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Person. Each Default as it shall deem advisable in the best interests of the Lenders. Subject, in the case of a resignation of both Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agentAgents, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the either Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the Borrower RepresentativeCompany. Upon any such resignationresignation of both Administrative Agents, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent (including, for the avoidance of doubt, a successor Paying Agent) acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives Administrative Agents give notice of its their resignation, then the retiring agent Administrative Agents may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative (including, for the avoidance of doubt, a successor Paying Agent, as applicable, ) which shall be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such commercial bank. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, and Paying Agent hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, Agents and the retiring Administrative Agents shall be discharged from their duties and obligations hereunder. If only one of the Administrative Agents shall resign, the other Administrative Agent or Canadian shall become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgents (including, as if applicable, all the rights, powers and duties as Paying Agent) and the retiring Administrative Agents shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 SECTION 8.5. shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Company and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Company; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Administrative Agent or any of its directors, officers, employees or agents as determined by a final and non-appealable decision of a court of competent jurisdiction. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared Except for notices, reports and other documents expressly required to be furnished to the Lenders by or on behalf of the Administrative Agent; (b) Agents hereunder, the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner Agents shall not have any rightduty or responsibility to provide any Lender with any credit or other information concerning the business, poweroperations, obligationproperty, liabilitycondition (financial or otherwise), responsibility prospects or duty under this Agreement other than those applicable creditworthiness of the Company or any Borrowing Subsidiary or any affiliate of the Company or any Borrowing Subsidiary that may come into the possession of the Administrative Agents or any of its officers, directors, employees, agents, advisors, attorneys in fact or affiliates. Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to all Lenders as such.the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agents and their Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that at least one of the following is and will be true:

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, JPMCB is hereby appointed to act as the General Administrative Agent on behalf of the U.S. Lenders, JPMorgan Chase Bank, N.A., Tokyo Branch is hereby appointed to act as Japanese Administrative Agent on behalf of the Japanese Lenders, X.X. Xxxxxx Europe Limited is hereby appointed to act as European Administrative Agent on behalf of the Multicurrency Lenders and JPMCB is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicable, for purposes of this Article XI shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans, payments in respect of the Letters of Credit and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrowers of any Event of Default of which such Administrative Agent hereunder shall have the same rights has actual knowledge acquired in connection with its agency hereunder; and powers in its capacity (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian received by such Administrative Agent. Notwithstanding anything herein to the contrary, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither none of the Administrative Agents Arrangers, syndication agents, documentation agents or bookrunners listed on the cover page hereof shall have any duties or obligations except those expressly set forth in under this Agreement or any of the other Loan Documents. Without limiting , except in its capacity, as applicable, as the generality General Administrative Agent, the Japanese Administrative Agent, the European Administrative Agent, an Issuing Lender or a Lender under this Agreement, but all such Persons shall have the benefit of the foregoing, (a) neither of indemnities provided for hereunder. Neither the Administrative Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or nor any of its Subsidiaries that is communicated to their respective directors, officers, employees or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents agents shall be liable as such for any action taken or not taken omitted by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful wilful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative , or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by any Borrower of any of the covenantsterms, conditions, covenants or agreements or other terms or conditions set forth contained in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agentthis Agreement. Each of the The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes any Loan or issues or participates in any Letter of Credit as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each of Neither the Administrative Agents also may rely upon nor any statement made of their respective directors, officers, employees or agents shall have any responsibility to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or any Borrower of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their respective branches, Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, them with due care with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel. Without limiting the foregoing, accountants any Administrative Agent may, by notice to the Company and the applicable Borrower, designate any of its branches or expertsAffiliates as the Person to receive any or all notices (including Borrowing Requests and Interest Election Requests) to be delivered to such Administrative Agent pursuant to this Agreement. Each of The Lenders hereby acknowledge that the Administrative Agents may perform shall be under no duty to take any and all of its duties and exercise its rights and powers discretionary action permitted to be taken by or through any one or more sub-agents appointed by such Person. Each of them pursuant to the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Agreement unless they shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative AgentRequired Lenders. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the any Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks other Administrative Agents and the Borrower RepresentativeCompany. Upon any such resignationresignation of an Administrative Agent, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent Administrative Agent gives notice of its resignation, then the retiring agent Administrative Agent may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank having a combined capital and surplus of at least $500,000,000 (or an any Affiliate of any such commercial bank), (i) with, in the case of the U.S. Commitments, an office in New York, New York, (ii) with, in the case of the Japanese Commitments, an office in Tokyo, Japan, or (iii) with, in the case of the Multicurrency Commitments, an office in London. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between by the Borrowers Company and such successor. After an Administrative Agent or Canadian any Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article XI and Section 9.03 12.05 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made or Letters of Credit issued or participated in by it hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its a pro rata share of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrowers and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, incurred by or asserted against any of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by any of them under this Agreement to the extent the same shall not have been reimbursed by the Borrowers; provided that no Lender shall be liable to any Administrative Agent for any portion of such losses, claims, damages, liabilities or related expenses resulting from the gross negligence or wilful misconduct of such Administrative Agent or any of its directors, officers, employees or agents. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and It is agreed that the Administrative Agent undertakes Joint Lead Arrangers and Joint Bookrunner shall, in their capacities as such, have no obligation to update, correct duties or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party responsibilities under this Agreement or any other Person except as otherwise permitted pursuant Loan Document. No Joint Lead Arranger or Joint Bookrunner shall have or be deemed to this Agreement; and (e) without limiting the generality of have any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and fiduciary relationship with any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication AgentLender acknowledges that it has not relied, each Co-Documentation Agent and each will not rely, on the Joint Lead Arranger Arrangers and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under Bookrunners in deciding to enter into this Agreement or any other than those applicable to all Lenders as suchLoan Document or in taking or not taking any action hereunder or thereunder.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, JPMCB is hereby appointed to act as the General Administrative Agent on behalf of the U.S. Lenders, JPMorgan Chase Bank, N.A., Tokyo Branch is hereby appointed to act as Japanese Administrative Agent on behalf of the Japanese Lenders, X.X. Xxxxxx Europe Limited is hereby appointed to act as European Administrative Agent on behalf of the Multicurrency Lenders and JPMCB is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicable, for purposes of this Article XII shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian Administrative Agent hereunder shall have is hereby expressly authorized by the same rights and powers in its capacity as a Lender as Lenders, without hereby limiting any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoingimplied authority, (a) neither to receive on behalf of the Administrative Agents shall be subject Lenders all payments of principal of and interest on the Loans, payments in respect of the Letters of Credit and all other amounts due to any fiduciary or other implied dutiesthe Lenders hereunder, regardless and promptly to distribute to each Lender its proper share of whether a Default has occurred and is continuing, each payment so received; (b) neither to give notice on behalf of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage each of the Lenders as shall be necessary under to the circumstances as provided Borrowers of any Event of Default of which such Administrative Agent has actual knowledge acquired in Section 9.02), connection with its agency hereunder; and (c) except to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as expressly set forth in the Loan Documents, neither of received by such Administrative Agent. Neither the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or nor any of its Subsidiaries that is communicated to their respective directors, officers, employees or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents agents shall be liable as such for any action taken or not taken omitted by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful wilful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative , or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by any Borrower of any of the covenantsterms, conditions, covenants or agreements or other terms or conditions set forth contained in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agentthis Agreement. Each of the The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes any Loan or issues or participates in any Letter of Credit as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each of Neither the Administrative Agents also may rely upon nor any statement made of their respective directors, officers, employees or agents shall have any responsibility to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or any Borrower of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their respective branches, Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, them with due care with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel. Without limiting the foregoing, accountants any Administrative Agent may, by notice to the Company and the applicable Borrower, designate any of its branches or expertsAffiliates as the Person to receive any or all notices (including Borrowing Requests and Interest Election Requests) to be delivered to such Administrative Agent pursuant to this Agreement. Each of The Lenders hereby acknowledge that the Administrative Agents may perform shall be under no duty to take any and all of its duties and exercise its rights and powers discretionary action permitted to be taken by or through any one or more sub-agents appointed by such Person. Each of them pursuant to the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Agreement unless they shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative AgentRequired Lenders. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the any Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks other Administrative Agents and the Borrower RepresentativeCompany. Upon any such resignationresignation of an Administrative Agent, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent Administrative Agent gives notice of its resignation, then the retiring agent Administrative Agent may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank having a combined capital and surplus of at least $500,000,000 (or an any Affiliate of any such commercial bank), (i) with, in the case of the U.S. Commitments, an office in New York, New York, (ii) with, in the case of the Japanese Commitments, an office in Tokyo, Japan, or (iii) with, in the case of the Multicurrency Commitments, an office in London. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article XII and Section 9.03 13.05 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by, or Letters of Credit issued by or participated in by, them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrowers and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of its Applicable Percentage, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Borrowers; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Administrative Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints each of the Administrative Agent and, as applicable, the Canadian Administrative Agent, Agents as its agent and authorizes each of the Administrative Agents to take such actions on its behalf, including execution of the other Loan DocumentsDocuments to which an Administrative Agent is a party, and to exercise such powers as are delegated to the Applicable each such Administrative Agent Agent, respectively, by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian an Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian an Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian an Administrative Agent hereunder. Neither of the No Administrative Agents Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the an Administrative Agents Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the an Administrative Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable such Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the such Administrative Agents Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by such the bank serving as the Administrative Agent of Canadian an Administrative Agent or any of its Affiliates in any capacity. Neither of the An Administrative Agents Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. Neither of the An Administrative Agents Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Person Administrative Agent by the a Borrower Representative or a Lender, and such Person the Administrative Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agent. Each of the Administrative Agents Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agents Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agents Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agents may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Person. Each of the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraph, each of the Administrative Agents may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives notice of its resignation, then the retiring agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns hereunder, the provisions of this Article, Section 2.17(d) and Section 9.03 shall continue in effect for the benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Applicable Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints each of the Administrative Agent and, as applicable, the Canadian Administrative Agent, Agents as its agent and authorizes each of the Administrative Agents Agent to take such actions on its behalf, including execution of the other Loan Documents, behalf and to exercise such powers as are delegated to the Applicable such Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each bank financial institution serving as the Administrative Agent or Canadian an Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian an Administrative Agent, and such bank financial institution and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian an Administrative Agent hereunder. Neither of the No Administrative Agents Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the an Administrative Agents Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a an Event of Default has occurred and is continuing, (b) neither of the an Administrative Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable such Administrative Agent is required to exercise in writing as directed by the applicable Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.029.03), and (c) except as expressly set forth in the Loan Documents, neither of the such Administrative Agents Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by such bank the financial institution serving as the Administrative Agent of Canadian an Administrative Agent or any of its Affiliates in any capacity. Neither of the An Administrative Agents Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.029.03) or in the absence of its own gross negligence or willful misconduct. Neither of the An Administrative Agents Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to such Person Administrative Agent by the Administrative Borrower Representative or a Lender, and such Person an Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV IV, the Closing Checklist or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agent. Each of the Administrative Agents Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agents Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agents Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agents Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such PersonAdministrative Agent. Each of the Administrative Agents Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian an Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraph, each of the an Administrative Agents Agent may resign at any time by notifying the Lenders, the other Administrative Agent, the Issuing Banks and the Borrower RepresentativeAdministrative Borrower. Upon any such resignation, the applicable Required Lenders shall have the right, in consultation with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing)Administrative Borrower, to appoint a successor. If no successor shall have been so 121 appointed by the such Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent Administrative Agent gives notice of its resignation, then the retiring agent Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article VIII and Section 9.03 9.04 shall continue in effect for the benefit of such retiring PersonAdministrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Applicable Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon either of the Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. No Administrative Agent shall have any obligation to any of the Lenders to ensure that the Collateral exists, is owned by the Loan Parties, is cared for, protected or insured, is unencumbered by others, or that the Liens granted to the Collateral Agents therein have been properly, sufficiently or lawfully created, perfected, protected or enforced, or that such Liens are entitled to any particular priority, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, each Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given such Administrative Agent’s own interest in the Collateral in its capacity as one of the Lenders and that no Administrative Agent shall have any other duty or liability whatsoever to any Lender as to any of the foregoing. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Collateral Agents and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than a Collateral Agent) obtain possession of any such Collateral, such Lender shall notify the Collateral Agents thereof, and, promptly upon a Collateral Agent’s request therefor shall deliver such Collateral to such Collateral Agent or otherwise deal with such Collateral in accordance with such Collateral Agent’s instructions. Each Lender hereby agrees that (a) it has is deemed to have requested that the Administrative Agents furnish such Lender, promptly after it becomes available, a copy of each Report prepared by or on behalf of the Administrative AgentAgents or JPMorgan Chase Bank, N.A. or its Affiliates; (b) none of the Administrative Agent Agents or JPMorgan Chase Bank, N.A. or its Affiliates (i) makes no any representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and Report, or (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that the Administrative Agents, JPMorgan Chase Bank, N.A. or its Affiliates or any Person other party performing any field audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that none of the Administrative Agent Agents or JPMorgan Chase Bank, N.A. or its Affiliates undertakes no any obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or and not distribute any Report to any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent Agents, JPMorgan Chase Bank, N.A. and its Affiliates and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable the Administrative Agent or Agents, JPMorgan Chase Bank, N.A. and its Affiliates and any such other Person preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, each of Citibank, N.A. and JPMorgan Chase Bank, N.A. is hereby appointed to act as an Administrative Agent on behalf of the Lenders and CBNA is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicablefor purposes of this Article VII, shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving CBNA is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Company or any Borrowing Subsidiary of any Event of Default of which CBNA has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Company or any Borrowing Subsidiary pursuant to this Agreement as received by CBNA. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither Administrative Agent or Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations responsibilities, except those expressly set forth in the herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan DocumentsDocument or otherwise exist against either Administrative Agent. Without limiting the generality of Notwithstanding the foregoing, (a) neither JPMCB shall have no duties under the Loan Documents in its capacity as Administrative Agent and none of the Administrative Agents shall be subject to any fiduciary Documentation Agents, Joint Lead Arrangers or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of Bookrunners listed on the Administrative Agents cover page hereof shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (duties or such other number responsibilities under this Agreement or percentage any of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the other Loan Documents, neither of the except in its capacity, as an agent or a Lender. Neither Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or Agent nor any of its Subsidiaries that is communicated to or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or their respective affiliates nor any of its Affiliates in any capacity. Neither of the Administrative Agents their or their respective affiliates’ directors, officers, employees, agents, advisors or attorneys-in-fact shall be liable for any action taken or not omitted to be taken by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful misconduct. Neither misconduct (as determined by a final and nonappealable decision of the Administrative Agents shall be deemed to have knowledge a court of any Default unless and until written notice thereof is given to such Person by the Borrower Representative competent jurisdiction), or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in any document delivered in connection with any Loan Document, (ii) herewith or the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by the Company or any Borrowing Subsidiary of any of the covenantsterms, conditions, covenants or agreements contained in this Agreement. The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements or other terms for the failure of the Company or conditions set forth in any Borrowing Subsidiary to perform its obligations under this Agreement. The Administrative Agents may deem and treat the Lender which makes any Loan Document, (iv) as the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence holder of the Collateralindebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or (vi) refraining from acting, in accordance with written instructions signed by the satisfaction of Required Lenders and, except as otherwise specifically provided herein, such instructions and any condition set forth in Article IV action or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to inaction pursuant thereto shall be delivered to such Applicable Administrative Agentbinding on all the Lenders. Each of the The Administrative Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense that may be incurred by them by reason of taking or continuing to take any such action. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each Neither Administrative Agent nor any of their respective directors, officers, employees or agents shall have any responsibility to the Company or any Borrowing Subsidiary on account of the Administrative Agents also may rely upon failure of or delay in performance or breach by any statement made Lender of any of its obligations hereunder or to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Lender on account of the failure of or delay in performance or breach by any other Lender or the Company of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their Affiliates, agents, attorneys-in-fact or employees and shall be entitled to rely upon the advice of legal counsel selected by them (who may be including counsel for to the BorrowersCompany), independent accountants and other experts selected by it, them with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel. The Lenders hereby acknowledge that the Administrative Agents shall be under no duty to take any discretionary action permitted to be taken by them pursuant to the provisions of this Agreement unless they shall be requested in writing to do so by the Required Lenders. The Administrative Agents shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agents have received notice from a Lender or the Company referring to this Agreement, accountants describing such Default or expertsEvent of Default and stating that such notice is a “notice of default”. Each In the event that the Administrative Agents receive such a notice, the Administrative Agents shall give notice thereof to the Lenders. The Administrative Agents shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agents shall have received such directions, the Administrative Agents may perform any and all (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Person. Each Default as it shall deem advisable in the best interests of the Lenders. Subject, in the case of a resignation of both Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agentAgents, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the either Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the Borrower RepresentativeCompany. Upon any such resignationresignation of both Administrative Agents, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives Administrative Agents give notice of its resignationtheir resignation (or such earlier day as shall be agreed by the Required Lenders and the Company (the “Resignation Effective Date”)), then the retiring agent Administrative Agents may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such commercial bank. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agents and the retiring Administrative Agents shall be discharged from their duties and obligations hereunder. If only one of the Administrative Agents shall resign, the other Administrative Agent or Canadian shall become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, as applicable,, Agent and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to Whether or not a successor Administrative Agent or Canadian has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 8.5 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Company and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Company; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Administrative Agent or any of its directors, officers, employees or agents as determined by a final and nonappealable decision of a court of competent jurisdiction. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared Except for notices, reports and other documents expressly required to be furnished to the Lenders by or on behalf of the Administrative Agent; (b) Agents hereunder, the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner Agents shall not have any rightduty or responsibility to provide any Lender with any credit or other information concerning the business, poweroperations, obligationproperty, liabilitycondition (financial or otherwise), responsibility prospects or duty under this Agreement other than those applicable creditworthiness of the Company or any Borrowing Subsidiary or any affiliate of the Company or any Borrowing Subsidiary that may come into the possession of the Administrative Agents or any of its officers, directors, employees, agents, advisors, attorneys in fact or affiliates. Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to all Lenders as such.the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agents and their Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that at least one of the following is and will be true:

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, each of JPMorgan Chase Bank and Citicorp North America, Inc. is hereby appointed to act as an Administrative Agent on behalf of the Lenders and CNAI is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicablefor purposes of this Article VII, shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving CNAI is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Company or any Borrowing Subsidiary of any Event of Default of which CNAI has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Company or any Borrowing Subsidiary pursuant to this Agreement as received by CNAI. Notwithstanding the Administrative Agent or Canadian Administrative Agent hereunder foregoing, JPMCB shall have no duties under the same rights and powers Loan Documents in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent. Neither Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the Administrative Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or nor any of its Subsidiaries that is communicated to their respective directors, officers, employees or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents agents shall be liable as such for any action taken or not taken omitted by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative , or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by the Company or any Borrowing Subsidiary of any of the covenantsterms, conditions, covenants or agreements or other terms or conditions set forth contained in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agentthis Agreement. Each of the The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes any Loan as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each Neither Administrative Agent nor any of their respective directors, officers, employees or agents shall have any responsibility to the Company or any Borrowing Subsidiary on account of the Administrative Agents also may rely upon failure of or delay in performance or breach by any statement made Lender of any of its obligations hereunder or to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Lender on account of the failure of or delay in performance or breach by any other Lender or the Company of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, them with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel, accountants or experts. Each of The Lenders hereby acknowledge that the Administrative Agents may perform shall be under no duty to take any and all of its duties and exercise its rights and powers discretionary action permitted to be taken by or through any one or more sub-agents appointed by such Person. Each of them pursuant to the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Agreement unless they shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to Required Lenders. Subject, in the Related Parties case of each a resignation of the both Administrative Agents and any such sub-agentAgents, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the either Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the Borrower RepresentativeCompany. Upon any such resignationresignation of both Administrative Agents, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives Administrative Agents give notice of its their resignation, then the retiring agent Administrative Agents may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such commercial bank. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agents and the retiring Administrative Agents shall be discharged from their duties and obligations hereunder. If only one of the Administrative Agents shall resign, the other Administrative Agent or Canadian shall become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, as applicable,, Agent and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 8.5 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Company and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Company; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Administrative Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, JPMCB is hereby appointed to act as the General Administrative Agent on behalf of the U.S. Lenders, JPMorgan Chase Bank, N.A., Tokyo Branch is hereby appointed to act as Japanese Administrative Agent on behalf of the Japanese Lenders, J.X. Xxxxxx Europe Limited is hereby appointed to act as European Administrative Agent on behalf of the Multicurrency Lenders and JPMCB is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicable, for purposes of this Article XII shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian Administrative Agent hereunder shall have is hereby expressly authorized by the same rights and powers in its capacity as a Lender as Lenders, without hereby limiting any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoingimplied authority, (a) neither to receive on behalf of the Administrative Agents shall be subject Lenders all payments of principal of and interest on the Loans, payments in respect of the Letters of Credit and all other amounts due to any fiduciary or other implied dutiesthe Lenders hereunder, regardless and promptly to distribute to each Lender its proper share of whether a Default has occurred and is continuing, each payment so received; (b) neither to give notice on behalf of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage each of the Lenders as shall be necessary under to the circumstances as provided Credit Parties of any Event of Default of which such Administrative Agent has actual knowledge acquired in Section 9.02), connection with its agency hereunder; and (c) except to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Credit Party pursuant to this Agreement as expressly set forth in the Loan Documents, neither of received by such Administrative Agent. Neither the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or nor any of its Subsidiaries that is communicated to their respective directors, officers, employees or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents agents shall be liable as such for any action taken or not taken omitted by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful wilful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative , or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by any Borrower of any of the covenantsterms, conditions, covenants or agreements or other terms or conditions set forth contained in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agentthis Agreement. Each of the The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes any Loan or issues or participates in any Letter of Credit as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each of Neither the Administrative Agents also may rely upon nor any statement made of their respective directors, officers, employees or agents shall have any responsibility to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or any Borrower of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their respective branches, Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, them with due care with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel. Without limiting the foregoing, accountants any Administrative Agent may, by notice to the Company and the applicable Borrower, designate any of its branches or expertsAffiliates as the Person to receive any or all notices (including Borrowing Requests and Interest Election Requests) to be delivered to such Administrative Agent pursuant to this Agreement. Each of The Lenders hereby acknowledge that the Administrative Agents may perform shall be under no duty to take any and all of its duties and exercise its rights and powers discretionary action permitted to be taken by or through any one or more sub-agents appointed by such Person. Each of them pursuant to the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Agreement unless they shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative AgentRequired Lenders. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the any Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks other Administrative Agents and the Borrower RepresentativeCompany. Upon any such resignationresignation of an Administrative Agent, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent Administrative Agent gives notice of its resignation, then the retiring agent Administrative Agent may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank having a combined capital and surplus of at least $500,000,000 (or an any Affiliate of any such commercial bank), (i) with, in the case of the U.S. Commitments, an office in New York, New York, (ii) with, in the case of the Japanese Commitments, an office in Tokyo, Japan, or (iii) with, in the case of the Multicurrency Commitments, an office in London. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article XII and Section 9.03 13.05 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by, or Letters of Credit issued by or participated in by, them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrowers and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of its Applicable Percentage, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Borrowers; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Administrative Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the Administrative Agent and, as applicable, the Canadian Multicurrency Administrative Agent, as its agent and authorizes each of the Administrative Agents to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Applicable Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian Multicurrency Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Multicurrency Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Multicurrency Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the Administrative Agents shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by such bank serving as the Administrative Agent of Canadian or Multicurrency Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agent. Each of the Administrative Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agents also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agents may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agents may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Person. Each of the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Multicurrency Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraph, each of the Administrative Agents may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), to appoint a successor. If no successor shall have been so appointed by the Required Lenders Xxxxxxx and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the 134 retiring agent gives notice of its resignation, then the retiring agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as an Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an the Administrative Agent or Canadian Multicurrency Administrative Agent, as applicable, resigns hereunder, the provisions of this Article, Section 2.17(d) and Section 9.03 shall continue in effect for the benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Applicable Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender and Issuing Bank hereby agrees that (x) if the Administrative Agent notifies such Lender or Issuing Bank that the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Issuing Bank from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Issuing Bank (whether or not known to such Lender or Issuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Issuing Bank shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this paragraph of Section 8.01 shall be conclusive, absent manifest error. The Borrowers and each other Loan Party hereby agree that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender or Issuing Bank that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or Issuing Bank with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, and not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent Agents and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney attorneys’ fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender under any Loan Document an amount equal to any applicable withholding Tax. If the IRS or any other Governmental Authority asserts a claim that such Agent did not properly withhold Tax from amounts paid to or for the account of any Lender (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding Tax with respect to a particular type of payment, or because such Lender failed to notify such Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding Tax ineffective, or for any other reason), or such Agent reasonably determines that it was required to withhold Taxes from a prior payment but failed to do so, such Lender shall promptly indemnify such Agent fully for all amounts paid, directly or indirectly, by such Agent as Tax or otherwise, including penalties and interest, and together with all expenses incurred by such Agent, including legal expenses, allocated internal costs and out-of-pocket expenses (but, in the case of any Indemnified Taxes, only to the extent that the Loan Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so). Each Agent may offset against any payment to any Lender under a Loan Document any applicable withholding Tax that was required to be withheld from any prior payment to such Lender but which was not so withheld, as well as any other amounts for which such Agent is entitled to indemnification from such Lender under this Article VIII.

The Administrative Agents. Each of the Lenders and each of the Issuing Banks Lenders hereby irrevocably appoints the each Administrative Agent and, as applicable, the Canadian Administrative Agent, as its agent hereunder and under the other Loan Documents and authorizes each of the Administrative Agents Agent to take such actions on its behalf, including execution of the other Loan Documents, behalf and to exercise such powers as are delegated to the Applicable such Administrative Agent by the terms of the Loan Documentshereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each bank The Person serving as the U.S. Administrative Agent or the Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian an Administrative Agent, and such bank Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties any Borrower or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian an Administrative Agent hereunder. Neither of the Administrative Agents Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) neither of the Administrative Agents Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the Administrative Agents Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Applicable such Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02)Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, neither of the Administrative Agents Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party Borrower or any of its Subsidiaries that is communicated to or obtained by such the bank serving as the Administrative Agent of Canadian Administrative Agent or any of its Affiliates in any capacity. Neither of the Administrative Agents Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. Neither of the Administrative Agents Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person Administrative Agent by the Borrower Representative Company or a Lender, and such Person Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection with any Loan Documentherewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Documentherein or therein, (iv) the validity, enforceability, effectiveness or Credit Agreement genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV V or elsewhere in any Loan Documentherein or therein, other than to confirm receipt of items expressly required to be delivered to such Applicable the Administrative AgentAgents. Each of the Administrative Agents Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agents Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agents Agent may consult with legal counsel (who may be counsel for the Borrowersa Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agents Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such PersonAdministrative Agent. Each of the Administrative Agents Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Either Administrative Agent as provided in this paragraph, each of the Administrative Agents may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the Borrower RepresentativeCompany. Upon any such resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing)Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent Administrative Agent gives notice of its resignation, then the retiring agent mayAdministrative Agent's resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of such Administrative Agent (and all payments and communications provided to be made by, on behalf of to or through such Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders and the Issuing Banks, appoint a successor Administrative Agent or Canadian Administrative Agent, agent as applicable, which shall be a commercial bank or an Affiliate of any such commercial bankprovided for above in this paragraph. Upon the acceptance of its appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent or Canadian Administrative Agent, as applicable,, and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers Company to a successor Administrative Agent or Canadian Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers Company and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns 's resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 10.03 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. Each of the Lenders and each of the Issuing Banks Bank hereby irrevocably appoints each of the Administrative Agent and, as applicable, the Canadian Administrative Agent, Agents as its agent and authorizes each of the Administrative Agents to take such actions on its behalf, including execution of the other Loan DocumentsDocuments to which an Administrative Agent is a party, and to exercise such powers as are delegated to the Applicable each such Administrative Agent Agent, respectively, by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each bank serving as the Administrative Agent or Canadian an Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian an Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian an Administrative Agent hereunder. Neither of the No Administrative Agents Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither of the an Administrative Agents Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of the an Administrative Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable such Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither of the such Administrative Agents Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by such the bank serving as the Administrative Agent of Canadian an Administrative Agent or any of its Affiliates in any capacity. Neither of the An Administrative Agents Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. Neither of the An Administrative Agents Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Person Administrative Agent by the a Borrower Representative or a Lender, and such Person the Administrative Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agent. Each of the Administrative Agents Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agents Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agents Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agents Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Personeach Administrative Agent. Each of the Administrative Agents Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of (i) each of the Administrative Agents Agent and (ii) any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian an Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraph, each of the an Administrative Agents Agent may resign at any time by notifying the Lenders, the other Administrative Agents, the Issuing Banks and the Borrower RepresentativeBorrowing Agents. Upon any such resignation, the Required Lenders shall have the right, in consultation with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing)Borrowing Agents, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent Administrative Agent gives notice of its resignation, then the such retiring agent Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank with an office in New York, New York and/or a successor UK Administrative Agent which shall be a commercial bank with an office in London, England, as applicable, or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Canadian Administrative Agent, as applicable,, and the such retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns 's resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 shall continue in effect for the benefit of such retiring PersonAdministrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Applicable Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the Administrative Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the any Administrative Agent; (b) the each Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ ' books and records, as well as on representations of the Loan Parties’ ' personnel and that the Administrative Agent undertakes Agents undertake no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the each Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication AgentNone of the rights or obligations of any Administrative Agent under any Loan Document may be amended, each Co-Documentation supplemented or otherwise modified without the prior written consent of such Administrative Agent and the Required Lenders. The UK Borrower has requested that the UK Administrative Agent provide daily advice on each Joint Lead Arranger and Joint Bookrunner UK Business Day setting forth the UK Availability. The UK Administrative Agent shall not have any liability if it fails to provide such advice on any day. In addition, to the extent the UK Administrative Agent provides such advice, the UK Administrative shall not have any liability to any party in connection with such advice, including but not limited to, whether the information in such advice is accurate. The designation of (i) X.X. Xxxxxx Securities Inc. as "Sole Bookrunner and Sole Lead Arranger", and (ii) General Electric Capital Corporation and GMAC Commercial Finance LLC as "Co-Agents" shall not confer upon any of such entities any right, power, obligation, liability, responsibility or duty under this Agreement. Without limiting the foregoing, none of the Lenders, or Affiliates thereof, so identified as a "co-agent", "lead arranger" or "bookrunner" shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the parties so identified in deciding to enter into this Agreement other than those applicable to all Lenders as suchor in taking or not taking action hereunder.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, each of The Chase Manhattan Bank and Citibank, N.A. is hereby appointed to act as an Administrative Agent on behalf of the Lenders and Citibank is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicablefor purposes of this Article VII, shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving as Citibank is hereby expressly authorized by the Administrative Agent or Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as Lenders, without hereby limiting any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoingimplied authority, (a) neither to receive on behalf of the Administrative Agents shall be subject Lenders all payments of principal of and interest on the Loans and all other amounts due to any fiduciary or other implied dutiesthe Lenders hereunder, regardless and promptly to distribute to each Lender its proper share of whether a Default has occurred and is continuing, each payment so received; (b) neither to give notice on behalf of the Administrative Agents shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage each of the Lenders as shall be necessary under to the circumstances as provided Company or any Borrowing Subsidiary of any Event of Default of which Citibank has actual knowledge acquired in Section 9.02), connection with its agency hereunder; and (c) except as expressly set forth in to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Loan Documents, neither of the Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party Company or any of its Subsidiaries that is communicated Borrowing Subsidiary pursuant to or obtained this Agreement as received by such bank serving as the Citibank. Neither Administrative Agent of Canadian Administrative Agent or nor any of its Affiliates in any capacity. Neither of the Administrative Agents their respective directors, officers, employees or agents shall be liable as such for any action taken or not taken omitted by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful misconduct. Neither of the Administrative Agents shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Person by the Borrower Representative , or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with E-1-47 herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by the Company or any Borrowing Subsidiary of any of the covenantsterms, conditions, covenants or agreements or other terms or conditions set forth contained in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Administrative Agentthis Agreement. Each of the The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements. The Administrative Agents may deem and treat the Lender which makes any Loan as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each Neither Administrative Agent nor any of their respective directors, officers, employees or agents shall have any responsibility to the Company or any Borrowing Subsidiary on account of the Administrative Agents also may rely upon failure of or delay in performance or breach by any statement made Lender of any of its obligations hereunder or to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Lender on account of the failure of or delay in performance or breach by any other Lender or the Company of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their Affiliates, agents or employees and shall be entitled to rely upon the advice of legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, them with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel, accountants or experts. Each of The Lenders hereby acknowledge that the Administrative Agents may perform shall be under no duty to take any and all of its duties and exercise its rights and powers discretionary action permitted to be taken by or through any one or more sub-agents appointed by such Person. Each of them pursuant to the Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Agreement unless they shall be requested in writing to do so by the preceding paragraphs shall apply to any such sub-agent and to Required Lenders. Subject, in the Related Parties case of each a resignation of the both Administrative Agents and any such sub-agentAgents, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the either Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the Borrower RepresentativeCompany. Upon any such resignationresignation of both Administrative Agents, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives Administrative Agents give notice of its their resignation, then the retiring agent Administrative Agents may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such commercial bank. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agents and the retiring Administrative Agents shall be discharged from their duties and obligations hereunder. If only one of the Administrative Agents shall resign, the other Administrative Agent or Canadian shall become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, as applicable,, Agent and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Canadian After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns 's resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 8.5 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Company and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Company; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Administrative Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agents. In order to expedite the transactions contemplated by this Agreement, each of JPMorgan Chase Bank, N.A. and Citibank, N.A. is hereby appointed to act as an Administrative Agent on behalf of the Lenders and CBNA is hereby appointed to act as Advance Agent on behalf of the Lenders. Each of the Lenders and each of the Issuing Banks hereby irrevocably appoints the authorizes each Administrative Agent and(which term, as applicablefor purposes of this Article VII, shall be deemed to include the Canadian Administrative Advance Agent, as its agent and authorizes each of the Administrative Agents ) to take such actions on its behalf, including execution behalf of the other Loan Documents, such Lender or holder and to exercise such powers as are specifically delegated to the Applicable Administrative Agents or an Administrative Agent individually, as the case may be, by the terms of the Loan Documentsand provisions hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving CBNA is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Company or any Borrowing Subsidiary of any Event of Default of which CBNA has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Company or any Borrowing Subsidiary pursuant to this Agreement as received by CBNA. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither Administrative Agent or Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or Canadian Administrative Agent hereunder. Neither of the Administrative Agents shall have any duties or obligations responsibilities, except those expressly set forth in the herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan DocumentsDocument or otherwise exist against either Administrative Agent. Without limiting the generality of Notwithstanding the foregoing, (a) neither JPMCB shall have no duties under the Loan Documents in its capacity as Administrative Agent and none of the Administrative Agents shall be subject to any fiduciary Documentation Agents,Agent, Syndication Agent, Joint Lead Arrangers or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither of Bookrunners listed on the Administrative Agents cover page hereof shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Applicable Administrative Agent is required to exercise in writing as directed by the Required Lenders (duties or such other number responsibilities under this Agreement or percentage any of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the other Loan Documents, neither of the except in its capacity, as an agent or a Lender. Neither Administrative Agents shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or Agent nor any of its Subsidiaries that is communicated to or obtained by such bank serving as the Administrative Agent of Canadian Administrative Agent or their respective affiliates nor any of its Affiliates in any capacity. Neither of the Administrative Agents their or their respective affiliates’ directors, officers, employees, agents, advisors or attorneys-in-fact shall be liable for any action taken or not omitted to be taken by it with the consent any of them except for its or at the request of the Required Lenders (his or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its her own gross negligence or willful misconduct. Neither misconduct (as determined by a final and nonappealable decision of the Administrative Agents shall be deemed to have knowledge a court of any Default unless and until written notice thereof is given to such Person by the Borrower Representative competent jurisdiction), or a Lender, and such Person shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in herein or in any document delivered in connection with any Loan Document, (ii) herewith or the contents of any certificate, report or other document delivered hereunder or in connection with herewith, or be required to ascertain or to make any Loan Document, (iii) inquiry concerning the performance or observance by the Company or any Borrowing Subsidiary of any of the covenantsterms, conditions, covenants or agreements contained in this Agreement. The Administrative Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or other instruments or agreements or other terms for the failure of the Company or conditions set forth in any Borrowing Subsidiary to perform its obligations under this Agreement. The Administrative Agents may deem and treat the Lender which makes any Loan Document, (iv) as the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence holder of the Collateralindebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agents shall in all cases be fully protected in acting, or (vi) refraining from acting, in accordance with written instructions signed by the satisfaction of Required Lenders and, except as otherwise specifically provided herein, such instructions and any condition set forth in Article IV action or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to inaction pursuant thereto shall be delivered to such Applicable Administrative Agentbinding on all the Lenders. Each of the The Administrative Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless they shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as they deem appropriate or they shall first be indemnified to their satisfaction by the Lenders against any and all liability and expense that may be incurred by them by reason of taking or continuing to take any such action. The Administrative Agents shall, in the absence of knowledge to the contrary, be entitled to rely upon, and shall not incur on any liability for relying upon, any notice, request, certificate, consent, statement, instrument, instrument or document or other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper PersonPerson or Persons. Each Neither Administrative Agent nor any of their respective directors, officers, employees or agents shall have any responsibility to the Company or any Borrowing Subsidiary on account of the Administrative Agents also may rely upon failure of or delay in performance or breach by any statement made Lender of any of its obligations hereunder or to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Lender on account of the failure of or delay in performance or breach by any other Lender or the Company of any of their respective obligations hereunder or in connection herewith. The Administrative Agents may consult with execute any and all duties hereunder by or through their Affiliates, agents, attorneys-in-fact or employees and shall be entitled to rely upon the advice of legal counsel selected by them (who may be including counsel for to the BorrowersCompany), independent accountants and other experts selected by it, them with respect to all matters arising hereunder and shall not be liable for any action taken or not taken suffered in good faith by it them in accordance with the advice of any such counsel. The Lenders hereby acknowledge that the Administrative Agents shall be under no duty to take any discretionary action permitted to be taken by them pursuant to the provisions of this Agreement unless they shall be requested in writing to do so by the Required Lenders. The Administrative Agents shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agents have received notice from a Lender or the Company referring to this Agreement, accountants describing such Default or expertsEvent of Default and stating that such notice is a “notice of default”. Each In the event that the Administrative Agents receive such a notice, the Administrative Agents shall give notice thereof to the Lenders. The Administrative Agents shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agents shall have received such directions, the Administrative Agents may perform any and all (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Person. Each Default as it shall deem advisable in the best interests of the Lenders. Subject, in the case of a resignation of both Administrative Agents and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of the Administrative Agents and any such sub-agentAgents, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or Canadian Administrative Agent. Subject to the appointment and acceptance of a successor Applicable Administrative Agent as provided in this paragraphbelow, each of the either Administrative Agents Agent may resign at any time by notifying the Lenders, the Issuing Banks Lenders and the Borrower RepresentativeCompany. Upon any such resignationresignation of both Administrative Agents, the Required Lenders shall have the right, with the consent of the Borrowers (unless an Event of Default shall have occurred and be continuing), right to appoint a successorsuccessor Administrative Agent acceptable to the Company. If no successor shall have been so appointed by the Required Lenders and consented to by the Borrower (unless an Event of Default shall have occurred and be continuing) and shall have accepted such appointment within 30 days after the retiring agent gives Administrative Agents give notice of its resignationtheir resignation (or such earlier day as shall be agreed by the Required Lenders and the Company (the “Resignation Effective Date”)), then the retiring agent Administrative Agents may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Administrative Agent or Canadian Administrative Agent, as applicable, which shall be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such commercial bank. Upon the acceptance of its any appointment as an Administrative Agent or Canadian Administrative Agent, as applicable, hereunder by a successorsuccessor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agents and the retiring Administrative Agents shall be discharged from their duties and obligations hereunder. If only one of the Administrative Agents shall resign, the other Administrative Agent or Canadian shall become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, as applicable,, Agent and the retiring Administrative Agent or Canadian Administrative Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to Whether or not a successor Administrative Agent or Canadian has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. After any Administrative Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Administrative Agent or Canadian Administrative Agent, as applicable, resigns ’s resignation hereunder, the provisions of this Article, Section 2.17(d) Article and Section 9.03 8.5 shall continue in effect for the its benefit of such retiring Person, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Applicable Administrative Agent. With respect to the Loans made by them hereunder, each Administrative Agent in its individual capacity and not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Administrative Agent, and such Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agents, on demand, in the amount of its Applicable Percentage of any expenses incurred for the benefit of the Lenders by the Administrative Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Company and (ii) to indemnify and hold harmless the Administrative Agents and any of their respective directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against either of them in its capacity as an Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by either of them under this Agreement to the extent the same shall not have been reimbursed by the Company; provided that no Lender shall be liable to any Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Administrative Agent or any of its directors, officers, employees or agents as determined by a final and nonappealable decision of a court of competent jurisdiction. Each Lender acknowledges that it has, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either of the any Administrative Agents Agent or any other Lender or any of their respective affiliates or their or their respective affiliates’ directors, officers, employees, advisors or attorneys-in-fact and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, Agreement or any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared Except for notices, reports and other documents expressly required to be furnished to the Lenders by or on behalf of the Administrative Agent; (b) Agents hereunder, the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by each Applicable Administrative Agent or such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Co-Syndication Agent, each Co-Documentation Agent and each Joint Lead Arranger and Joint Bookrunner Agents shall not have any rightduty or responsibility to provide any Lender with any credit or other information concerning the business, poweroperations, obligationproperty, liabilitycondition (financial or otherwise), responsibility prospects or duty under this Agreement other than those applicable creditworthiness of the Company or any Borrowing Subsidiary or any affiliate of the Company or any Borrowing Subsidiary that may come into the possession of the Administrative Agents or any of its officers, directors, employees, agents, advisors, attorneys in fact or affiliates. Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to all Lenders as such.the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agents and their Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that at least one of the following is and will be true: