Common use of Administrative Agent Clause in Contracts

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender Group, severally agrees to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender Group, severally agrees agree to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or HoldingsSeller, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. The (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Revolving Committed Lenders in each and Company. Upon any such notice of resignation, the Requisite Class A Lender GroupRevolving Lenders shall have the right, in proportion upon five (5) Business Days’ notice to their respective Committed Lender Pro Rata Shares Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the Pro Rata Share acceptance of such Class A Lender Group, severally agrees to indemnify any appointment as Administrative Agent hereunder by a successor Administrative Agent, its Affiliates that successor Administrative Agent shall thereupon succeed to and their respective officersbecome vested with all the rights, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights privileges and remedies duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or performing its appropriate in connection with the performance of the duties hereunder or of the successor Administrative Agent under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASESand (ii) take such other actions, WHETHER OR NOT CAUSED BY OR ARISINGas may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, IN WHOLE OR IN PARTwhereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, OUT OF THE COMPARATIVEthe provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Revolving Lender Groups have been paid in full in cash, CONTRIBUTORYsuch Administrative Agent shall provide immediate notice of resignation to the Company, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTYand the Requisite Class B Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, no Class A Revolving Committed Lender shall be liable for that the appointment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee successor Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or that is not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A B Revolving Lender Group to indemnify any AA Indemnitee Agent Party against any liabilityor an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence which approval shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liabilityunreasonably withheld, obligation, loss, damage, penalty, action, judgment, suit, cost, expense delayed or disbursement described in the proviso in the immediately preceding sentenceconditioned.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender GroupAdministrative Agent may resign at any time by giving written notice thereof to the other Facility Agents, in proportion to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of Lenders, the Issuers and the Borrower and shall, immediately upon giving such Class A Lender Groupnotice, severally agrees to indemnify be discharged from its duties and obligations under this Agreement and the other Loan Documents. Upon any such resignation by the Administrative Agent, its Affiliates the Requisite Lenders shall have the right to appoint a successor Administrative Agent, provided that such successor shall be a United States person as defined in Section 7701(a)(30) of the Code. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders and their respective officersshall have accepted such appointment, partnerswithin 30 days after the retiring Administrative Agent’s giving of notice of resignation, directorsthen the retiring Administrative Agent may, trusteeson behalf of the Lenders and the Issuers, employees and agents (eachappoint a successor Administrative Agent, an “AA Indemnitee Agent Party”), selected from among the Lenders. Such appointment shall be subject to the extent that such AA Indemnitee Agent Party prior written approval of the Borrower (which approval may not be unreasonably withheld or delayed and shall not have been reimbursed by Company or Holdings, for be required upon the occurrence and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements during the continuance of an Event of Default). Upon the acceptance of any kind or nature whatsoever which appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be imposed on, incurred by or asserted against such AA Indemnitee reasonably necessary to assign to the successor Administrative Agent Party in exercising its powers, rights and remedies or performing as Administrative Agent under the Loan Documents. At any time after the discharge of a retiring Administrative Agent from its duties and obligations under this Agreement and prior to any Person accepting its appointment as a successor Administrative Agent, the Requisite Lenders shall assume and perform all of the duties of such retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall become the Administrative Agent hereunder. After its resignation, the retiring Administrative Agent shall continue to have the benefit of this Article X as to any actions taken or omitted to be taken by it while it was Administrative Agent under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or any of the other Credit Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. The (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require the approval of the Requisite Class B Revolving Lenders and (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Committed Lenders in each Lender or an Affiliate thereof on the date on which the Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Maturity Date shall have occurred and all Class A Lender GroupRevolving Loans and all other Obligations owing to the Class A Revolving Lenders have been paid in full in cash, severally agrees such Administrative Agent shall provide immediate notice of resignation to indemnify the Company and the Class B Revolving Lenders, and the Requisite Class B Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for that the appointment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee successor Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or that is not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A B Revolving Lender Group to indemnify any AA Indemnitee Agent Party against any liabilityor an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence which approval shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liabilityunreasonably withheld, obligation, loss, damage, penalty, action, judgment, suit, cost, expense delayed or disbursement described in the proviso in the immediately preceding sentenceconditioned.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender GroupAdministrative Agent may at any time give notice of its resignation to the Banks, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Banks shall have the right, in proportion consultation with the Borrower, to their respective Committed Lender Pro Rata Shares appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Pro Rata Share Banks and the Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above provided that if the Administrative Agent shall notify the Borrower and the Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Banks or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Class A Lender Groupcollateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, severally agrees communications and determinations provided to indemnify be made by, to or through the Administrative Agent shall instead be made by or to each Bank and Issuing Bank directly, until such time as the Required Banks appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee the retiring Administrative Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and be discharged from all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties and obligations hereunder or under the other Credit Loan Documents or (if not already discharged therefrom as provided above in this Section 7.07(a)). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise in its capacity as agreed between the Borrower and such AA Indemnitee Agent Party in any way relating to or arising out successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Agreement or Article and Section 8.04 shall continue in effect for the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion benefit of such liabilitiesretiring Administrative Agent, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses its sub agents and their respective Related Parties in respect of any actions taken or disbursements resulting from such AA Indemnitee omitted to be taken by any of them while the retiring Administrative Agent Party’s gross negligence or willful misconduct, was acting as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentenceAdministrative Agent.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender Group, severally agrees agree to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA “ Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or HoldingsSeller, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. The (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Managing Agents and Company. Upon any such notice of resignation, Requisite Class A Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Committed Lenders in each Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Lender GroupGroups have been paid in full in cash, in proportion such Administrative Agent shall provide immediate notice of resignation to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Company, and the Requisite Class A Lender GroupB Lenders shall have the right, severally agrees upon five (5) Business Days’ notice to indemnify the Company, to appoint a successor Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for that the appointment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee successor Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or that is not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A B Lender Group to indemnify any AA Indemnitee Agent Party against any liabilityor an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence which approval shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liabilityunreasonably withheld, obligation, loss, damage, penalty, action, judgment, suit, cost, expense delayed or disbursement described in the proviso in the immediately preceding sentenceconditioned.

Administrative Agent. The (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require the approval of the Requisite Class B Lenders and (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Committed Lender or an Affiliate thereof on the date on which the Class A Maturity Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Committed Lenders have been paid in each full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company and the Class A Lender GroupB Lenders, in proportion and the Requisite Class B Lenders shall have the right, upon five (5) Business Days’ notice to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender GroupCompany, severally agrees to indemnify appoint a successor Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for that the appointment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee successor Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or that is not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A B Lender Group to indemnify any AA Indemnitee Agent Party against any liabilityor an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence which approval shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liabilityunreasonably withheld, obligation, loss, damage, penalty, action, judgment, suit, cost, expense delayed or disbursement described in the proviso in the immediately preceding sentenceconditioned.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A (a) Each Facility B Lender Grouphereby appoints NationsBank of Texas, N.A. (and NationsBank of Texas, N.A. hereby accepts such appointment) as its nominee and agent, in proportion its name and on its behalf: (i) to their respective Committed act as nominee for and on behalf of such Facility B Lender Pro Rata Shares in and under all Facility B Loan Papers; (ii) to arrange the means whereby the funds of Facility B Lenders are to be made available to Borrower under the Facility B Loan Papers; (iii) to take such action as may be requested by any Facility B Lender under the Facility B Loan Papers (when such Facility B Lender is entitled to make such request under the Facility B Loan Papers and after such requesting Facility B Lender has obtained the concurrence of such other Facility B Lenders as may be required under the Facility B Loan Papers); (iv) to receive all documents and items to be furnished to Facility B Lenders under the Facility B Loan Papers; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Facility B Lenders; (vi) to timely distribute, and Administrative Agent agrees to so distribute, to each Facility B Lender all material information, requests, documents, and items received from Borrower under the Facility B Loan Papers; (vii) to promptly distribute to each Facility B Lender its ratable part of each payment or prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Pro Rata Share of such Class A Lender Group, severally agrees Facility B Loan Papers; (viii) to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), deliver to the extent that appropriate Persons requests, demands, approvals, and consents received from Facility B Lenders; and (ix) to execute, on behalf of Facility B Lenders, such AA Indemnitee Agent Party shall not have been reimbursed releases or other documents or instruments as are permitted by Company the Facility B Loan Papers or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred as directed by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating Facility B Lenders from time to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTYtime; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilitieshowever, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed required to require take any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.action which exposes

Administrative Agent. The (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Managing Agents and Company. Upon any such notice of resignation, Requisite Class A Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Committed Lenders in each Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Lender GroupGroups have been paid in full in cash, in proportion such Administrative Agent shall provide immediate notice of resignation to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Company, and the Requisite Class A Lender GroupB Revolving Lenders shall have the right, severally agrees upon five (5) Business Days’ notice to indemnify the Company, to appoint a successor Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for that the appointment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee successor Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or that is not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A B Revolving Lender Group to indemnify any AA Indemnitee Agent Party against any liabilityor an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence which approval shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liabilityunreasonably withheld, obligation, loss, damage, penalty, action, judgment, suit, cost, expense delayed or disbursement described in the proviso in the immediately preceding sentenceconditioned.

Administrative Agent. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, the Security Documents, and the other Credit Documents together with such actions and powers as are reasonably incidental thereto. Each Lender hereby authorizes Administrative Agent to execute and deliver the Intercreditor Agreement on behalf of such Lender. The Class A Lenders and the Issuing Bank irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Credit Document (i) upon termination of the Total Revolving Committed Commitments and Total Seasonal Revolving Credit Commitment and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Credit Document, or (iii) subject to Section 9.02, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in each Class A writing the Administrative Agent's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Article VIII. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender Groupas any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in proportion any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not 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 Credit Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders and/or other Persons as shall be necessary hereunder), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative 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 and/or other Persons as shall be necessary hereunder) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the 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, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, or (vi) the existence, genuineness, or value of any Collateral or the validity, effectiveness, perfection, priority or enforceability of Liens in or on any of the Collateral. The Administrative 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. The Administrative 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. The Administrative Agent may consult with legal counsel (who may be counsel for the 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. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all 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 the Administrative Agent and any such sub-agent, and shall apply to their respective Committed Lender Pro Rata Shares activities in connection with the syndication of the Pro Rata Share credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Administrative Agent, the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.03(b) shall continue in effect for the benefit of such Class A Lender Group, severally agrees to indemnify retiring Administrative Agent, its Affiliates sub-agents and their respective officersRelated Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, partnersindependently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, directorsmade its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, trusteesindependently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, employees and agents continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. EACH LENDER SEVERALLY AGREES TO INDEMNIFY (eachTO THE EXTENT NOT REIMBURSED BY THE BORROWER UNDER SECTION 9.03(b)) EACH OF THE ADMINISTRATIVE AGENT AND EACH RELATED PARTY OF THE ADMINISTRATIVE AGENT (EACH SUCH PERSON BEING CALLED IN THIS PARAGRAPH AN "INDEMNITEE") AGAINST, an “AA Indemnitee Agent Party”AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (COLLECTIVELY BEING CALLED IN THIS PARAGRAPH, THE "COSTS"): (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (ii) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings(iii) THE COLLATERAL OR THE EXERCISE OF REMEDIES IN RESPECT OF THE COLLATERAL, for and against any and all liabilities(iv) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, obligationsOR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, lossesOR (v) ANY ACTUAL OR PROSPECTIVE CLAIM, damagesLITIGATION, penaltiesINVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, actionsWHETHER BASED ON CONTRACT, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit DocumentsTORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, EACH CASE IN WHOLE OR IN PART, OUT ACCORDANCE WITH SUCH LENDER'S APPLICABLE PERCENTAGE (DETERMINED AS OF THE TIME THAT THE APPLICABLE UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT) OF SUCH COSTS. THE FOREGOING IS INTENDED TO INDEMNIFY AND HOLD HARMLESS EACH INDEMNITEE TO THE EXTENT THAT SUCH COSTS RESULTED FROM THE NEGLIGENCE OR ALLEGED NEGLIGENCE OF SUCH INDEMNITEE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY, OR SOLE OTHERWISE); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.INDEMNITEE

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender Group, severally agrees to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and 101 disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. The Class A Revolving Committed Lenders in Administrative Agent has been appointed to act as Administrative Agent hereunder by each Class A Lender Group, in proportion Secured Party either pursuant to the Loan Documents or by their respective Committed Lender Pro Rata Shares acceptance of the Pro Rata Share benefits hereof. The Administrative Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Security Agreement, the Intercreditor Agreement and the Credit Agreement. Without the written consent of the Secured Parties that would be directly and adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would release all or substantially all of the Collateral except as expressly provided herein. In furtherance of the foregoing provisions of this Section 8, each Secured Party, by such Class A Lender GroupSecured Party’s acceptance of the benefits hereof, severally agrees that such Secured Party shall have no right individually to indemnify realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Administrative Agent for the benefit of each Secured Party in accordance with the terms of this Section 8. Upon the acceptance of any appointment as Administrative Agent under the terms of the Credit Agreement by a successor Administrative Agent, its Affiliates that successor Administrative Agent shall thereby also be deemed the successor Administrative Agent and their respective officerssuch successor Administrative Agent shall thereupon succeed to and become vested with all the rights, partnerspowers, directorsprivileges and duties of the retiring Administrative Agent under this Security Agreement, trusteesand, employees and agents (each, an “AA Indemnitee Agent Party”), subject to the extent that terms, conditions and restrictions of the Intercreditor Agreement, the retiring Administrative Agent under this Security Agreement shall promptly (i) transfer to such AA Indemnitee successor Administrative Agent Party shall not have been reimbursed by Company all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or Holdingsappropriate in connection with the performance of the duties of the successor Administrative Agent under this Security Agreement, for and against any (ii) execute and all liabilitiesdeliver to such successor Administrative Agent such amendments to financing statements, obligations, losses, damages, penalties, and take such other actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which as may be imposed onnecessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created hereunder, incurred by whereupon such retiring or asserted against such AA Indemnitee removed Administrative Agent Party in exercising its powersshall be discharged from the Administrative Agent’s duties and obligations under this Security Agreement. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out provisions of this Security Agreement or shall inure to the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent PartyAdministrative Agent’s gross negligence or willful misconduct, benefit as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee actions taken or omitted to be taken by the Administrative Agent Party for any purpose shall, in under this Security Agreement while the opinion of such AA Indemnitee Administrative Agent Party, be insufficient or become impaired, such AA Indemnitee was the Administrative Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentencehereunder.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares Each of the Pro Rata Share Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the 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 Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article (other than Section 8.02(b)(iii)) are solely for the benefit of the Administrative Agent and the Lenders (including the Swingline Lender and the Issuing Bank), and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such Class A Lender Group, severally agrees to indemnify Administrative Agent, its Affiliates provisions (other than Section 8.02(b)(iii)) . It is understood and their respective officers, partners, directors, trustees, employees and agents agreed that the use of the term “agent” as used herein or in any other Loan Documents (each, an “AA Indemnitee Agent Party”), or any similar term) with reference to the extent that such AA Indemnitee Administrative Agent Party shall is not have been reimbursed by Company intended to connote any fiduciary or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses other implied (including counsel fees and disbursementsor express) or disbursements obligations arising under agency doctrine of any kind applicable law. Instead, such term is used as a matter of market custom, and is intended to create or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee reflect only an administrative relationship between independent contracting parties. The bank serving as the Administrative Agent Party in exercising its powers, hereunder shall have the same rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such AA Indemnitee Agent Party bank and its Affiliates may accept deposits from, lend money to and generally engage in any way kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative 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 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, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or arising out any of this Agreement its Subsidiaries that is communicated to or obtained by the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any portion action taken or not taken by it with the consent or at the request of the Required Lenders (or such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses other number or disbursements resulting from such AA Indemnitee Agent Party’s 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. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee and the Administrative Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed responsible for or have any duty to require ascertain or inquire into (i) any Class A Revolving Committed Lender 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 satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to indemnify confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any AA Indemnitee 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. The Administrative Agent Party against also may rely upon any liabilitystatement made to it orally or by telephone and believed by it to be made by the proper Person, obligationand shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), lossindependent accountants and other experts selected by it, damageand shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, penaltyaccountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all 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 the Administrative Agent and any such sub-agent, actionand shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, judgmentthe Administrative Agent may resign at any time by notifying the Lenders, suitthe Issuing Bank and the Borrower. Upon any such resignation, costthe Required Lenders shall have the right, expense in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or disbursement described an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the proviso benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in the immediately preceding sentencerespect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares Administrative Agent shall not be responsible for the negligence or misconduct of the Pro Rata Share of such Class A Lender Group, severally agrees to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and any sub-agents (each, an “AA Indemnitee Agent Party”), except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with fraud, gross negligence or willful misconduct in the selection of such AA Indemnitee sub-agents. The Administrative Agent Party may resign by providing not less than thirty (30) days advance written notice to the Lenders, the Issuing Banks and the Borrower. Upon any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld (or, if an Event of Default has occurred and is continuing in consultation with the Borrower), to appoint a successor, which is not a natural person, a Defaulting Lender or a Disqualified Lender. If no successor shall have been reimbursed so appointed by Company the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective at the end of such thirty (30) days period (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or Holdingsthe Issuing Banks under any of the Loan Documents, for the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and against any (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all liabilitiespayments and communications provided to be made by, obligationsto or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, lossessuch successor shall succeed to and become vested with all the rights, damagespowers, penaltiesprivileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, actions, judgments, suits, costs, expenses (including counsel fees the provisions of this Article and disbursements) or disbursements Section 9.03 shall continue in effect for its benefit in respect of any kind actions taken or nature whatsoever which may omitted to be imposed ontaken by it while it was acting as Administrative Agent. Any resignation by Truist Bank as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Bank and a Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, incurred by or asserted against (a) such AA Indemnitee Agent Party in exercising its successor shall succeed to and become vested with all of the rights, powers, rights privileges and remedies or performing its duties of the retiring Issuing Bank and Swingline Lender, (b) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. Each Lender agrees that it has, independently and without reliance upon the Administrative 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 and that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to 148 make its own analysis and decisions in taking or not taking action under or based upon this Agreement and other Loan Documents to which it is a party. Except as otherwise provided in Section 9.02(b) or the Security Documents, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents, provided that, without the prior consent of each Lender and each Issuing Bank, the Administrative Agent shall not (except as provided herein or in the Security Documents) release all or substantially all of the Collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or substantially all of such collateral security, or alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of the Collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to (1) release (which such release shall be automatic and require no further action from any party) any Lien covering property that is the subject of either a disposition of property (including, without limitation, any property subject to a participation or repurchase transaction) not prohibited hereunder or a disposition to which the Required Lenders have consented, (2) release from any Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) in its capacity accordance with Section 9.02(c) hereof and Section 10.03 of the Guarantee and Security Agreement and (3) spread Liens to any Designated Indebtedness or Hedging Agreement Obligations (as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, terms are defined in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity Guarantee and cease, or not commence, to do Security Agreement) in accordance with the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; Guarantee and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentenceSecurity Agreement.

Administrative Agent. The No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche modified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shall constitute a separate Tranche and Class A of Term Loans from the Existing Term Loan Tranche from which they were modified. (b) Borrower may, at any time request that all or a portion of the Revolving Committed Commitments of any Tranche (an “Existing Revolving Tranche” and any related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to constitute another Tranche of Revolving Commitments in order to extend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any related Revolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any Extended Revolving Commitments, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Tranche from which they are to be modified except (i) the scheduled termination date of the Extended Revolving Commitments and the related scheduled maturity date of the related Extended Revolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the Applicable Margins with respect to the Extended Revolving Loans may be higher or lower than the Applicable Margins for the Revolving Loans of such Existing Revolving Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any increased Applicable Margins contemplated by the preceding clause (A), in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender Group, severally agrees to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”)case, to the extent provided in the applicable Extension Amendment, (iii) the Applicable Fee Percentage with respect to the Extended Revolving Commitments may be higher or lower than the Applicable Fee Percentage for the Revolving Commitments of such Existing Revolving Tranche and (iv) the covenants set forth in Section 10.08 may be modified in a manner acceptable to Borrower, Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing an Extension Amendment, agrees to be bound by such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdingsprovisions and waives any inconsistent provisions set forth in Section 4.02, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements4.07(b) or disbursements of any kind or nature whatsoever which may 13.04). Except as provided above, each Lender holding Extended Revolving Commitments shall be imposed on, incurred entitled to all the benefits afforded by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or (including, without limitation, the provisions set forth in Sections 2.09(b) and 2.10(b) applicable to existing Revolving Loans) and the other Credit Documents, IN ALL CASESand shall, WHETHER OR NOT CAUSED BY OR ARISINGwithout limiting the foregoing, IN WHOLE OR IN PARTbenefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of any Revolving Commitments, OUT OF THE COMPARATIVEincluding, CONTRIBUTORYwithout limitation, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed the procurement of title insurance endorsements reasonably requested by and satisfactory to the Administrative Agent. No Lender shall be liable for have any portion obligation to agree to have any of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court its Revolving Commitments of competent jurisdiction in a final non-appealable order. If any indemnity furnished Existing Revolving Tranche modified to constitute Extended Revolving Commitments pursuant to any AA Indemnitee Agent Party for Revolving Extension Request. Any Extended Revolving Commitments of any purpose shallExtension Tranche shall constitute a separate Tranche and Class of Revolving Commitments from the Existing Revolving Tranche from which they were modified. If, in on any Extension Date, any Revolving Loans of any Extending Lender are outstanding under the opinion of such AA Indemnitee Agent Party, be insufficient or become impairedapplicable Existing Revolving Tranche, such AA Indemnitee Agent Party may call for additional indemnity Revolving Loans (and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event any related participations) shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A be allocated as Extended Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described Loans (and related participations) and Existing Revolving Loans (and related participations) in the proviso same proportion as such Extending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Tranche. (c) Borrower shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders under the Existing Tranche are requested to respond (or such shorter period as is agreed to by Administrative Agent in its sole discretion). Any Lender (an “Extending Lender”) wishing to have all or a portion of its Term Loans or Revolving Commitments of the immediately preceding sentence.Existing Tranche subject to such Extension Request modified to constitute Extended Term Loans or Extended Revolving Commitments, as applicable, shall notify Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the Existing Tranche that it has elected to modify to constitute Extended Term Loans or Extended Revolving Commitments, as applicable. In the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to Extension Elections

Administrative Agent. The Class A Revolving Committed (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders in each Class A Lender Groupand Company. Upon any such notice of resignation, in proportion the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to their respective Committed Lender Pro Rata Shares Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the Pro Rata Share acceptance of such Class A Lender Group, severally agrees to indemnify any appointment as Administrative Agent hereunder by a successor Administrative Agent, its Affiliates that successor Administrative Agent shall thereupon succeed to and their respective officersbecome vested with all the rights, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights privileges and remedies duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or performing its appropriate in connection with the performance of the duties hereunder or of the successor Administrative Agent under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASESand (ii) take such other actions, WHETHER OR NOT CAUSED BY OR ARISINGas may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender whereupon such retiring Administrative Agent shall be liable for discharged from its duties and obligations hereunder. After any portion retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses this Section 8 shall inure to its benefit as to any actions taken or disbursements resulting from such AA Indemnitee omitted to be taken by it while it was Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable orderhereunder. If any indemnity furnished Administrative Agent is a Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Revolving Loans and all other Obligations owing to any AA Indemnitee Agent Party for any purpose shall, the Lender Groups have been paid in the opinion of such AA Indemnitee Agent Party, be insufficient or become impairedfull in cash, such AA Indemnitee Administrative Agent Party may call for additional indemnity and cease, or not commence, shall provide immediate notice of resignation to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentenceCompany.

Administrative Agent. The Class A Revolving Committed Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders in each Class A Lender Groupand the Borrower. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Borrower shall have the right (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing, in proportion which case the Required Lenders shall have the sole right), subject to their respective Committed Lender Pro Rata Shares the reasonable consent of the Pro Rata Share Required Lenders, to appoint a successor which shall have an office in the United States, or an Affiliate of any such successor with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such Class A Lender Groupformer Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, severally agrees the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to indemnify hold such collateral security as nominee until such time as a successor Xxxxxxxxxx Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Borrower or the Required Lenders (as provided above) appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 shall inure to its Affiliates benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.​

Administrative Agent. The Class A Revolving Committed Lenders and each Borrower each acknowledges, agrees, and declares that it is its intention to expressly comply with all Applicable Law in each Class A Lender Grouprespect of limitations on the amount or rate of interest that can legally be contracted for, charged or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in proportion to their respective Committed Lender Pro Rata Shares no contingency or event whatsoever shall the amount of interest (including the Pro Rata Share aggregate of such Class A Lender Groupall charges, severally agrees to indemnify fees, benefits, or other compensation which constitutes interest under any Applicable Law) under the Loan Documents paid by Borrowers or any Borrower, received by Administrative Agent, its Affiliates Lenders or Swing Lender agreed to be paid by Borrowers or any Borrower, or requested or demanded to be paid by Administrative Agent, Lenders or the Swing Lender, exceed the Maximum Rate, and their respective officersall provisions of the Loan Documents in respect of the contracting for, partnerscharging, directorsor receiving compensation for the use, trusteesforbearance, employees or detention of money shall be limited as provided by this Section 4.9. In the event any such interest is paid to Administrative Agent, Lenders or the Swing Lender by any Borrower in an amount or at a rate which would exceed the Maximum Rate, Administrative Agent, Lenders or the Swing Lender, then, notwithstanding any entry on Administrative Agent, Lenders’ or the Swing Lender’s books otherwise, such excess shall conclusively be deemed to be automatically applied to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be refunded to such Borrower. All interest paid, or agreed to be paid, by Borrowers or any Borrower, or taken, reserved, or received by Administrative Agent, Lenders or the Swing Lender shall be amortized, prorated, spread, and agents (eachallocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, an “AA Indemnitee Agent Party”)or in any other related documents executed pursuant hereto, neither Administrative Agent, Lenders nor the Swing Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate. Each Borrower, Administrative Agent, Lenders and the Swing Lender shall, to the maximum extent that such AA Indemnitee Agent Party permitted under any Applicable Law, (i) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (ii) exclude prepayments, acceleration, and the effect thereof. Nothing in any Loan Document shall not have been reimbursed by Company be construed or Holdingsso operate as to require or obligate any Borrower to pay any interest, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsfees, costs, expenses (or charges greater than is permitted by any Applicable Law. Subject to the foregoing, each Borrower hereby agrees that the actual effective rate of interest from time to time existing under the Loan Documents, including counsel fees all amounts agreed to by any Borrower pursuant to and disbursements) or disbursements of any kind or nature whatsoever in accordance with the Loan Documents which may be imposed ondeemed to be interest under any Applicable Law, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender be a rate which is agreed to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described and stipulated by such Borrower and Lenders in the proviso in the immediately preceding sentenceaccordance with Applicable Law.

Administrative Agent. The (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Managing Agents and Company. Upon any such notice of resignation, Requisite Class A Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default 104 or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Committed Lenders in each Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Lender GroupGroups have been paid in full in cash, in proportion such Administrative Agent shall provide immediate notice of resignation to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Company, and the Requisite Class A Lender GroupB Revolving Lenders shall have the right, severally agrees upon five (5) Business Days’ notice to indemnify the Company, to appoint a successor Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for that the appointment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee successor Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or that is not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A B Revolving Lender Group to indemnify any AA Indemnitee Agent Party against any liabilityor an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence which approval shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liabilityunreasonably withheld, obligation, loss, damage, penalty, action, judgment, suit, cost, expense delayed or disbursement described in the proviso in the immediately preceding sentenceconditioned.

Administrative Agent. The Class A Revolving Committed Lenders in each Class 68 75 (a) Each Facility A Lender Grouphereby appoints NationsBank of Texas, N.A. (and NationsBank of Texas, N.A. hereby accepts such appointment) as its nominee and agent, in proportion its name and on its behalf: (i) to their respective Committed act as nominee for and on behalf of such Facility A Lender Pro Rata Shares in and under all Facility A Loan Papers; (ii) to arrange the means whereby the funds of Facility A Lenders are to be made available to Borrower under the Facility A Loan Papers; (iii) to take such action as may be requested by any Facility A Lender under the Facility A Loan Papers (when such Facility A Lender is entitled to make such request under the Facility A Loan Papers and after such requesting Facility A Lender has obtained the concurrence of such other Facility A Lenders as may be required under the Facility A Loan Papers); (iv) to receive all documents and items to be furnished to Facility A Lenders under the Facility A Loan Papers; (v) to be the secured party, mortgagee, beneficiary, and similar party in respect of, and to receive, as the case may be, any collateral for the benefit of Facility A Lenders; (vi) to timely distribute, and Administrative Agent agrees to so distribute, to each Facility A Lender all material information, requests, documents, and items received from Borrower under the Facility A Loan Papers; (vii) to promptly distribute to each Facility A Lender its ratable part of each payment or prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, as proceeds of insurance thereon, or otherwise) in accordance with the terms of the Pro Rata Share of such Class Facility A Lender Group, severally agrees Loan Papers; (viii) to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), deliver to the extent that appropriate Persons requests, demands, approvals, and consents received from Facility A Lenders; and (ix) to execute, on behalf of Facility A Lenders, such AA Indemnitee Agent Party shall not have been reimbursed releases or other documents or instruments as are permitted by Company the Facility A Loan Papers or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred as directed by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating Facility A Lenders from time to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTYtime; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilitieshowever, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed required to require take any Class action which exposes Administrative Agent to personal liability or which is contrary to the Facility A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense Loan Papers or disbursement described in the proviso in the immediately preceding sentenceapplicable Law.

Administrative Agent. The Class A Revolving Committed Lenders Wilmington Trust, National Association, as the administrative agent under the Credit Agreement. 5. Credit Agreement: Credit Agreement, dated as of October 22, 2015, among the Borrower, each lender from time to time party thereto and the Administrative Agent. 6. Assigned Interest: Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans for all Lenders7 Amount of Commitme nt/ Loans Assigned Percentage Assigned of Commitment/ Loans8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]9 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in each Class A this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. If an assignment by a Lender Group, in proportion to their respective Committed Lender Pro Rata Shares is of the Pro Rata Share entire remaining amount of such Class A Lender Group, severally agrees to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall Commitment / Loans then the amount must equal at least $1,000,000. If the assignment is not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court Lender for the entire remaining amount of competent jurisdiction the Commitment or if the Commitment is not then in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shalleffect, in the opinion principal outstanding balance of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Loans of the assigning Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be less than $1,000,000, unless the Required Lenders and Borrower consent. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [_____________________, [REQUIRED LENDERS]10 By: Name: Title: [ADVANCED EMISSIONS SOLUTIONS, INC., as Borrower]11 By: Name: Title: Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: 10 Consent of the Required Lenders (such consent not to be unreasonably withheld or delayed) is required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender. 11 Consent of the Borrower is required when an assignment is made by a Lender unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund. The Borrower is deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentencehave consented unless it shall object thereto by written notice within five Business Days after receiving notice thereof.

Administrative Agent. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the 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 Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Class A Revolving Committed bank serving as the 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, 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 hereunder. For the purposes of holding any security granted by the Borrower or any other Loan Party pursuant to the laws of the Province of Québec to secure payment of any bond, debenture or other title of indebtedness issued by Borrower or any Loan Party, each Lender and each Derivatives Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the person holding the power of attorney (i.e. “fondé de pouvoir”) (in such capacity, the “Attorney”) of the Lenders and the Derivatives Lenders as contemplated under Article 2692 of the Civil Code of Québec, and to enter into, to take and to hold on its behalf, and for its benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each Lender and Derivatives Lender hereby irrevocably appoints and authorizes the Administrative Agent (in each Class A such capacity, the “Custodian”) to act as agent and custodian for and on behalf of the Lenders and the Derivatives Lenders to hold and be the sole registered holder of, and the Agent may acquire, any bond, debenture or other title of indebtedness which may be issued under any hypothec, the whole notwithstanding Section 32 of An Act respecting the special powers of legal persons (Québec) or any other Applicable Law (i.e. the fondé de pouvoir may acquire and hold the first bond or debenture issued under any deed of hypothec by the Borrower or any Loan Party), and to execute all related documents. Each of the Attorney and the Custodian shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney and the Custodian (as applicable) pursuant to any hypothec, pledge, bond, debenture or other title of indebtedness, Applicable Laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders and the Derivatives Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec, pledge, bond, debenture or other title of indebtedness on such terms and conditions as it may determine from time to time. Any person who becomes a Lender Groupor a Derivatives Lender shall, by its execution of an Assignment and Assumption, be deemed to have consented to and confirmed: (i) the Attorney as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Lender or a Derivatives Lender, all actions taken by the Attorney in proportion such capacity, and (ii) the Custodian as the agent and custodian as aforesaid and to have ratified, as of the date it becomes a Lender or a Derivatives Lender, all actions taken by the Custodian in such capacity. The Substitution of the Administrative Agent pursuant to the provisions of this Article VIII shall also constitute the substitution of the Attorney and the Custodian. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative 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 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, the Administrative 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 the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative 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 wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the 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 the Administrative Agent. The Administrative 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. The Administrative 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. The Administrative 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. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all 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 the Administrative Agent and any such sub-agent, and shall apply to their respective Committed Lender Pro Rata Shares activities in connection with the syndication of the Pro Rata Share credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as Administrative Agent 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article, Section 2.17(c) and Section 9.03 shall continue in effect for the benefit of such Class A Lender Group, severally agrees to indemnify retiring Administrative Agent, its Affiliates sub agents and their respective officersRelated Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, partnersindependently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, directorsmade its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, trusteesindependently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, employees and agents (eachcontinue to make its own decisions in taking or not taking action under or based upon this Agreement, an “AA Indemnitee Agent Party”), any other Loan Document or related agreement or any document furnished hereunder or thereunder. Without limiting the generality of any other limitation with respect to the extent that such AA Indemnitee duties or responsibilities of the Administrative Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party contained in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or any Loan Document, (i) the Administrative Agent shall have no duty or responsibility to review, assess or inquire into the credit risk or maxx xo market risk associated with any Derivatives Transaction whether entered into with a Derivatives Lender or any other counterparty or any documentation or agreements entered into or in connection therewith; and (ii) each Derivatives Lender acknowledges and agrees that it shall be fully responsible for the form and substance of any documentation entered into with any Loan Party in respect of the Ancillary Credit Facilities, including, without limitation, to ensure that such Derivatives Lender has acquired the appropriate rights under such documentation to enable such Derivatives Lender to unwind or accelerate the Derivatives Transaction entered into with such Credit Party as may be necessary so that such Derivatives Lender may participate in any enforcement proceedings or sharing of proceeds in connection with the enforcement of the Collateral Documents. 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, IN ALL CASESexpress or implied, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender 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 portion 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 liabilitiesother Person preparing a Report harmless from and against, obligationsthe claims, lossesactions, proceedings, damages, penalties, actions, judgments, suits, costs, expenses expenses, and other amounts (including reasonable attorney fees) incurred by the Administrative Agent or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence other Person as the direct or willful misconductindirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. The joint bookrunners and co-lead arrangers shall not have any right, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liabilitypower, obligation, lossliability, damageresponsibility or duty under this Agreement other than those applicable to all Lenders as such. The Administrative Agent shall (and is hereby irrevocably authorized and directed by each of the Lenders to) from time to time, penalty, action, judgment, suit, cost, expense or disbursement in excess at the request and cost of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; the Company and provided furtherno Event of Default exists or would result therefrom, this sentence shall not be deemed execute and deliver a subordination or priority agreement (in registrable form where necessary) subordinating and postponing the Liens in favour of the Administrative Agent in Collateral other than ABL Priority Lien Collateral to require any Class A Revolving Committed Lender Lien permitted under paragraph (l) or (r) of the definition of Permitted Liens, provided that the Collateral Trustee has agreed to indemnify any AA Indemnitee Agent Party against any liabilityexecute and deliver a subordination or priority agreement on similar terms, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described all in form and substance satisfactory to the proviso in the immediately preceding sentenceAdministrative Agent.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender GroupAdministrative Agent and any such sub-agent may perform any and all 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 the Administrative Agent and any such sub-agent, in proportion and shall apply to their respective Committed Lender Pro Rata Shares activities in connection with the syndication of the Pro Rata Share credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such Class A Lender Groupresignation, severally agrees the Majority Lenders shall have the right (so long as no Default has occurred and is continuing with consent of the Borrower which consent shall not be unreasonably withheld) to indemnify appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent 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, and the retiring Administrative Agent shall be discharged from its Affiliates duties and their respective officersobligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, partners, directors, trustees, employees the provisions of this Article and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party Section 9.03 shall not have been reimbursed by Company or Holdings, continue in effect for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements its benefit in respect of any kind actions taken or nature whatsoever which may omitted to be imposed ontaken by it while it was acting as Administrative Agent. Each Lender acknowledges that it has, incurred by independently and without reliance upon the Administrative Agent or asserted against any other Lender and based on such AA Indemnitee 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 the Administrative Agent Party 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 exercising its powerstaking or not taking action under or based upon this Agreement, rights and remedies any related agreement or performing its duties any document furnished hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentencethereunder.

Administrative Agent. The Class A Revolving Committed Administrative Agent may resign at any time by giving written notice thereof to the Lenders in each Class A Lender Groupand the Borrower, in proportion such resignation to their respective Committed Lender Pro Rata Shares be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, thirty (30) days after the retiring Administrative Agent gives notice of its intention to resign. The Administrative Agent may be removed by the good faith and defensible determination of the Pro Rata Share Required Lenders that the Administrative Agent has performed its duties hereunder in a grossly negligent or intentionally wrongful manner, and for no other cause. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within thirty (30) days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such Class A Lender Group, severally agrees to indemnify successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its Affiliates duties and their respective officersobligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Administrative Agent, partners, directors, trustees, employees and agents (each, an “AA Indemnitee the provisions of this Article 15 shall continue in effect for the benefit of such Administrative Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements in respect of any kind actions taken or nature whatsoever which may omitted to be imposed on, incurred taken by or asserted against such AA Indemnitee it while it was acting as the Administrative Agent Party in exercising its powers, rights hereunder and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares Each of the Pro Rata Share Lenders (in its capacities as a Lender and on(a) behalf of such Class A Lender Group, severally agrees to indemnify Administrative Agent, itself and its Affiliates as a potential Hedge Bank) hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and their respective officers, partners, directors, trustees, employees under the other Loan Documents and agents (each, an “AA Indemnitee authorizes the Administrative Agent Party”), to take such actions on its behalf and to exercise such powers as are delegated to the extent that Administrative Agent by the terms hereof or thereof, together with such AA Indemnitee actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent Party and the Lenders, and the Borrower shall not have been reimbursed by Company rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or Holdingsin any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, for and against any is intended to create or reflect only an administrative relationship between contracting parties. Collateral Agent. The Administrative Agent shall also act as the “collateral(b) agent” under the Loan Documents, and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses each of the Lenders (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as a Lender and on behalf of itself and its Affiliates as a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such AA Indemnitee Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent Party pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Rights as a Lender. The Person serving as the Administrative AgentSection 9.02. 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 and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any way other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. Exculpatory Provisions. The Administrative Agent shall not have anySection 9.03. duties or obligations except those expressly set forth herein and in the other Loan Documents, and its LEGAL_US_E # 131620235.2 101 14703686 9482345 14703686 duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: shall not be subject to any fiduciary or other implied duties, regardless of(i) whether a Default has occurred and is Continuing; shall not have any duty to take any discretionary action or exercise any(ii) discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and shall not, except as expressly set forth herein and in the other Loan(iii) Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or arising out any of this Agreement its Affiliates that is communicated to or obtained by the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any portion action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such liabilitiesother number or percentage of the Lenders as shall be necessary, obligationsor as the Administrative Agent shall believe in good faith shall be necessary, losses, damages, penalties, actions, judgments, suits, costs, expenses under the circumstances as provided in Sections 10.01 and 8.01) or disbursements resulting from such AA Indemnitee Agent Party’s (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in by a final non-appealable orderand nonappealable judgment. If The Administrative Agent shall be deemed not to have knowledge of any indemnity furnished Default unless and until notice describing such Default is given in writing to any AA Indemnitee the Administrative Agent Party for any purpose shall, in by the opinion of such AA Indemnitee Borrower or a Lender. The Administrative Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed responsible for or have any duty to require ascertain or inquire into (i) any Class A Revolving Committed 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 herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Reliance by Administrative Agent. The Administrative Agent shall beSection 9.04. entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in contrary from such Lender prior to the immediately preceding sentence.making of

Administrative Agent. Each of the Lenders hereby irrevocably appoints Administrative Agent as its agent and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The Class A Revolving Committed Lenders Person serving as Administrative Agent hereunder shall have the same rights and powers in each Class A its capacity as a Lender Groupas any other Lender and may exercise the same as though it 56 #93434686v13 Administrative Agent may presume that such condition is satisfactory to such Lender unless Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Advance. Administrative Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in proportion accordance with the advice of any such counsel, accountants or experts. Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more subagents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article 8 shall apply to any such sub-agent and to the Related Parties of Administrative Agent and any such sub-agent, and shall apply to their respective Committed Lender Pro Rata Shares activities in connection with the syndication of the Pro Rata Share credit facilities provided for herein as well as activities as Administrative Agent. Administrative Agent may at any time give notice of its resignation to the Lenders and Borrower. Upon receipt of any such notice of resignation, the Required Lenders (calculated without regard to the Applicable Percentage of the resigning Administrative Agent) shall have the right, in consultation with Borrower, to appoint a successor, which shall be a commercial bank with an office in New York, New York, or an Affiliate of any such commercial bank with an office in New York, New York, and which may, for the avoidance of doubt, be a Lender or an Affiliate of a Lender. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if Administrative Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Margin Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. The successor shall be consented to by Borrower at all times other than during the existence of an Event of Default (which consent of Borrower shall not be unreasonably withheld or delayed). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Margin Loan Documents, the provisions of this Article 8 and Section 9.04 shall continue in effect for the benefit of such Class A Lender Group, severally agrees to indemnify retiring Administrative Agent, its Affiliates sub-agents and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements Related Parties in respect of any kind actions taken or nature whatsoever which may omitted to be imposed on, incurred taken by or asserted against such AA Indemnitee any of them while the retiring Administrative Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity was acting as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentenceAdministrative Agent.

Administrative Agent. The (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Managing Agents and Company. Upon any such notice of resignation, Requisite Class A Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Committed Lenders in each Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Lender GroupGroups have been paid in full in cash, in proportion such Administrative Agent shall provide immediate notice of resignation to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Company, and the Requisite Class A Lender GroupB Revolving Lenders shall have the right, severally agrees upon five (5) Business Days’ notice to indemnify the Company, to appoint a successor Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for that the appointment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee successor Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or that is not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A B Revolving Lender Group to indemnify any AA Indemnitee Agent Party against any liabilityor an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence which approval shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liabilityunreasonably withheld, obligation, loss, damage, penalty, action, judgment, suit, cost, expense delayed or disbursement described in the proviso in the immediately preceding sentence.conditioned. 103

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares Administrative Agent shall not be responsible for the negligence or misconduct of the Pro Rata Share of such Class A Lender Group, severally agrees to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and any sub-agents (each, an “AA Indemnitee Agent Party”), except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with fraud, gross negligence or willful misconduct in the selection of such AA Indemnitee sub-agents. The Administrative Agent Party may resign by providing not less than thirty (30) days advance written notice to the Lenders, the Issuing Banks and the Borrower. Upon any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld (or, if an Event of Default has occurred and is continuing in consultation with the Borrower), to appoint a successor, which is not a natural person, a Defaulting Lender or a Disqualified Lender. If no successor shall have been reimbursed so appointed by Company the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective at the end of such thirty (30) days period (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or Holdingsthe Issuing Banks under any of the Loan Documents, for the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and against any (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all liabilitiespayments and communications provided to be made by, obligationsto or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, lossessuch successor shall succeed to and become vested with all the rights, damagespowers, penaltiesprivileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, actions, judgments, suits, costs, expenses (including counsel fees the provisions of this Article and disbursements) or disbursements Section 9.03 shall continue in effect for its benefit in respect of any kind actions taken or nature whatsoever which may omitted to be imposed ontaken by it while it was acting as Administrative Agent. Any resignation by Truist Bank as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Bank and a Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, incurred by or asserted against (a) such AA Indemnitee Agent Party in exercising its successor shall succeed to and become vested with all of the rights, powers, rights privileges and remedies or performing its duties of the retiring Issuing Bank and Swingline Lender, (b) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. Each Lender agrees that it has, independently and without reliance upon the Administrative 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 and that it will, independently and without reliance upon the Administrative 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 analysis and decisions in taking or not taking action under or based upon this Agreement and other Loan Documents to which it is a party. 155 Except as otherwise provided in Section 9.02(b) or the Security Documents, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents, provided that, without the prior consent of each Lender and each Issuing Bank, the Administrative Agent shall not (except as provided herein or in the Security Documents) release all or substantially all of the Collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or substantially all of such collateral security, or alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of the Collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to (1) release (which such release shall be automatic and require no further action from any party) any Lien covering property that is the subject of either a disposition of property (including, without limitation, any property subject to a participation or repurchase transaction) not prohibited hereunder or a disposition to which the Required Lenders have consented, (2) release from any Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) in its capacity accordance with Section 9.02(c) hereof and Section 10.03 of the Guarantee and Security Agreement and (3) spread Liens to any Designated Indebtedness or Hedging Agreement Obligations (as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, terms are defined in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity Guarantee and cease, or not commence, to do Security Agreement) in accordance with the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; Guarantee and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentenceSecurity Agreement.

Administrative Agent. The Class A Revolving Committed Lenders in If the Borrowers fail to pay to the Administrative Agent any Current Bond Letter of Credit Obligations as and when due and payable, the Administrative Agent shall promptly notify each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares of the Lenders and shall demand payment from each of the Lenders such Lender's Revolving Credit Pro Rata Share of such Class A Lender Groupunpaid Current Bond Letter of Credit Obligations, severally agrees to indemnify Administrative Agentas appropriate. In addition, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), if any amount paid to the extent that such AA Indemnitee Administrative Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements on account of any kind Current Bond Letter of Credit Obligations is rescinded or nature whatsoever which may required to be imposed onrestored or turned over by the Administrative Agent upon the insolvency, incurred bankruptcy, dissolution, liquidation or reorganization of any Borrower or upon or as a result of the appointment of a receiver, intervenor, trustee, conservator or similar officer for any Borrower, or is otherwise not indefeasibly covered by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or an advance under the other Revolving Loan, the Administrative Agent shall promptly notify each of the Lenders and shall demand payment from each of the Lenders of its Revolving Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of its portion of the Current Bond Letter of Credit Obligations to be remitted to such Class A Lender Group’s Borrower. Each of the Lenders irrevocably and unconditionally agrees to honor any such demands for payment under this Section and promises to pay to the Administrative Agent's account on the same Business Day as demanded the amount of its Revolving Credit Pro Rata Share thereof; of the Current Bond Letter of Credit Obligations in immediately available funds, without any setoff, counterclaim or deduction of any kind. Any payment by a Lender hereunder shall in no way release, discharge or lessen the obligation of the Borrowers to pay Current Bond Letter of Credit Obligations to the Administrative Agent in accordance with the provisions of this Agreement. The obligation of each of the Lenders to remit the amount of its Revolving Credit Pro Rata Share of Current Bond Letter of Credit Obligations for the account of the Administrative Agent pursuant to this Section shall be unconditional and provided further, this sentence shall irrevocable under any and all circumstances and may not be deemed terminated, suspended or delayed for any reason whatsoever, provided that all payments of such amounts by each of the Lenders shall be without prejudice to require any Class A Revolving Committed Lender the rights of each of the Lenders with respect to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.Administrative

Administrative Agent. The (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Revolving Committed Lenders in each and Company. Upon any such notice of resignation, the Requisite Class A Lender GroupRevolving Lenders shall have the right, in proportion upon five (5) Business Days’ notice to their respective Committed Lender Pro Rata Shares Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, 90 which approval shall not be unreasonably withheld, delayed or conditioned. Upon the Pro Rata Share acceptance of such Class A Lender Group, severally agrees to indemnify any appointment as Administrative Agent hereunder by a successor Administrative Agent, its Affiliates that successor Administrative Agent shall thereupon succeed to and their respective officersbecome vested with all the rights, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights privileges and remedies duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or performing its appropriate in connection with the performance of the duties hereunder or of the successor Administrative Agent under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASESand (ii) take such other actions, WHETHER OR NOT CAUSED BY OR ARISINGas may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, IN WHOLE OR IN PARTwhereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, OUT OF THE COMPARATIVEthe provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Revolving Lender Groups have been paid in full in cash, CONTRIBUTORYsuch Administrative Agent shall provide immediate notice of resignation to the Company, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTYand the Requisite Class B Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, no Class A Revolving Committed Lender shall be liable for that the appointment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee successor Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or that is not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A B Revolving Lender Group to indemnify any AA Indemnitee Agent Party against any liabilityor an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence which approval shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liabilityunreasonably withheld, obligation, loss, damage, penalty, action, judgment, suit, cost, expense delayed or disbursement described in the proviso in the immediately preceding sentenceconditioned.

Administrative Agent. The Class A Revolving Committed Lenders and Borrower each acknowledges, agrees, and declares that it is its intention to expressly comply with all Applicable Law in each Class A Lender Grouprespect of limitations on the amount or rate of interest that can legally be contracted for, charged or received under or in connection with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly declares that it controls all other provisions of the Loan Documents), in proportion to their respective Committed Lender Pro Rata Shares no contingency or event whatsoever shall the amount of interest (including the Pro Rata Share aggregate of such Class A Lender Groupall charges, severally agrees to indemnify fees, benefits, or other compensation which constitutes interest under any Applicable Law) under the Loan Documents paid by Borrower, received by Administrative Agent, its Affiliates Lenders or Swing Lender agreed to be paid by Borrower, or requested or demanded to be paid by Administrative Agent, Lenders or the Swing Lender, exceed the Maximum Rate, and their respective officersall provisions of the Loan Documents in respect of the contracting for, partnerscharging, directorsor receiving compensation for the use, trusteesforbearance, employees or detention of money shall be limited as provided by this Section 3.7. In the event any such interest is paid to Administrative Agent, Lenders or the Swing Lender by Borrower in an amount or at a rate which would exceed the Maximum Rate, Administrative Agent, Lenders or the Swing Lender, then, notwithstanding any entry on Administrative Agent, Lenders' or the Swing Lender's books otherwise, such excess shall conclusively be deemed to be automatically applied to any unpaid amount of the Obligations other than interest, in inverse order of maturity, or if the amount of such excess exceeds said unpaid amount, such excess shall be refunded to Borrower. All interest paid, or agreed to be paid, by Borrower, or taken, reserved, or received by Administrative Agent, Lenders or the Swing Lender shall be amortized, prorated, spread, and agents (eachallocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding any provision contained in any of the Loan Documents, an “AA Indemnitee Agent Party”)or in any other related documents executed pursuant hereto, neither Administrative Agent, Lenders nor the Swing Lender shall ever be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the event Administrative Agent, Lenders or the Swing Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of Borrower that otherwise would, together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be deemed to be applied in reduction of the unpaid principal balance of the Obligations other than interest and, if the principal balance thereof is paid in full, any remaining excess shall forthwith be refunded to Borrower. Borrower, Administrative Agent, Lenders and the Swing Lender shall, to the maximum extent that such AA Indemnitee Agent Party permitted under any Applicable Law, (i) characterize any non-principal payment as a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather than as interest and (ii) exclude prepayments, acceleration, and the effect thereof. Nothing in any Loan Document shall not have been reimbursed by Company be construed or Holdingsso operate as to require or obligate Borrower to pay any interest, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsfees, costs, expenses (or charges greater than is permitted by any Applicable Law. Subject to the foregoing, Borrower hereby agrees that the actual effective rate of interest from time to time existing under the Loan Documents, including counsel fees all amounts agreed to by Borrower pursuant to and disbursements) or disbursements of any kind or nature whatsoever in accordance with the Loan Documents which may be imposed ondeemed to be interest under any Applicable Law, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender be a rate which is agreed to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described and stipulated by Borrower and Lenders in the proviso in the immediately preceding sentenceaccordance with Applicable Law.

Administrative Agent. The Class A Revolving Committed Lenders Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Advance that such Bank will not make available to the Administrative Agent such Bank's ratable portion of such Advance, and so long as notice has been given as provided in each Class A Lender GroupSection 2.2(b) hereof, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Advance and the Administrative Agent may, in proportion its sole discretion and in reliance upon such assumption, without any obligation hereunder to their respective Committed Lender Pro Rata Shares of do so, make available to the Pro Rata Share of Borrower on such Class A Lender Group, severally agrees date a corresponding amount. If and to indemnify the extent such Bank shall not have so made such ratable portion available to the Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), such Bank agrees to repay to the extent Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent for the first two (2) days that such AA Indemnitee amount is not repaid, at the Overnight Federal Funds Rate, and, thereafter, at the Overnight Federal Funds Rate plus four percent (4%) per annum. If such Bank shall repay to the Administrative Agent Party such corresponding amount, such amount so repaid shall constitute such Bank's portion of the applicable Advance for purposes of this Agreement. If such Bank does not repay such corresponding amount immediately upon the Administrative Agent's demand therefor, the Administrative Agent may notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent, together with all interest accrued thereon and on the same terms and conditions that would have applied to such Advance had such Bank funded its portion thereof. Any payments received by the Administrative Agent following such demand shall be applied in repayment of amounts owed to the Administrative Agent hereunder prior to any other application. The failure of any Bank to fund its portion of any Advance shall not have been reimbursed by Company or Holdingsrelieve any other Bank of its obligation, if any, hereunder to fund its respective portion of the Advance on the date of such borrowing, but no Bank shall be responsible for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements such failure of any kind other Bank. In the event that, at any time when this Agreement is not in Default, a Bank for any reason fails or nature whatsoever which may be imposed onrefuses to fund its portion of an Advance, incurred by or asserted against then, until such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity time as such AA Indemnitee Bank has funded its portion of such Advance, or all other Banks have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such Advance, such non-funding Bank shall (i) be automatically deemed to have transferred to the Bank serving as Administrative Agent Party in all of such non-funding Bank's right to vote regarding any way relating to issue on which voting is required or arising out of advisable under this Agreement or any other Loan Document, and (ii) not be entitled to receive payments of principal, interest or fees from the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion Borrower in respect of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Advances which such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished Bank failed to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentencemake.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender Group, severally agrees to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and 103 provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender GroupAdministrative Agent and any such sub-agent may perform any and all 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 the Administrative Agent and any such sub-agent, in proportion and shall apply to their respective Committed Lender Pro Rata Shares activities in connection with the syndication of the Pro Rata Share credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Administrative Agent 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such Class A Lender Group, severally agrees to indemnify retiring Administrative Agent, its Affiliates sub-agents and their respective officersRelated Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, partnersindependently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, directorsmade its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, trusteesindependently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, employees continue to make its own decisions in taking or not taking action under or based upon this Agreement, the Guarantee Agreement, the Security Documents, any related agreement or any document furnished hereunder or thereunder. The parties hereto acknowledge that the Arrangers (in their capacity as such) do not have any duties or responsibilities under any of the Loan Documents and agents (each, an “AA Indemnitee Agent Party”), will not be subject to liability thereunder to any of the extent that such AA Indemnitee Agent Loan Parties for any reason. No Secured Party shall not have been reimbursed by Company or Holdingsany right individually to realize upon any of the Collateral, for it being understood and against any and agreed that all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the Security Documents may be exercised solely by the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other Credit Documents disposition, the Administrative Agent or otherwise any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its capacity as such AA Indemnitee Agent Party or their respective individual capacities unless the Required Lenders shall otherwise agree in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender writing) shall be liable entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such liabilitiespublic sale, obligationsto use and apply any of the Revolving Loan Document Obligations (as defined in the Collateral Agreement) as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Lenders at such sale or other disposition. The Lenders hereby authorize the Administrative Agent and Collateral Agent to enter into (i) any Intercreditor Agreement, losses(ii) the First Lien Intercreditor Agreement and (iii) an acknowledgment and consent to the GM Access Agreement, damagesand, penaltiesin each case, actionsacknowledge that they will be bound thereby. The Collateral Agent shall be entitled to the benefits of this Article on the same basis as if named herein as the Administrative Agent, judgments, suits, costs, expenses and also shall be entitled to the exculpatory provisions and rights set forth in the Collateral Agreement and other Security Documents. The rights of the Collateral Agent under the Loan Documents may not be amended or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction modified in a final non-appealable order. If any indemnity furnished manner adverse to any AA Indemnitee the Collateral Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentencewithout its prior written consent.

Administrative Agent. The Class A Revolving Committed (a) If (i) (x) Administrative Agent commits a material breach of its obligations hereunder and the same is not cured within ten (10) business days following notice from any Lender or (y) an Event of Default occurs (it being understood that if the Lenders in each Class A Lender Groupare restricted by the automatic stay or any law, in proportion to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender Group, severally agrees to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company rule or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses regulation (including counsel fees and disbursementsthe Bankruptcy Code) from taking any actions to declare or disbursements enforce any such Event of any kind or nature whatsoever which may be imposed onDefault, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under Event of Default shall exist for the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out purposes of this Agreement and shall not impact Cascade’s rights hereunder) and (ii) at such time no Cascade Reduction Event is continuing, then, in either case, Cascade may at any time from and after such date, in its sole and absolute discretion, elect to remove JPP as Administrative Agent and appoint itself or any other Person as a successor Administrative Agent (such election, a “Change of Agency Event”). Following such Change of Agency Event, such successor Administrative Agent shall be “Administrative Agent” for all purposes hereunder. Notwithstanding the other Credit Documentsforegoing, IN ALL CASESin the event that following such Change of Agency Event a Cascade Reduction Event occurs, WHETHER OR NOT CAUSED BY OR ARISINGthen, IN WHOLE OR IN PARTat JPP’s election, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTYJPP shall be automatically reinstated as the successor Administrative Agent without the requirement of any further action by any Person; provided, that, upon such election, Section 9(c) hereof shall no Class A Revolving Committed Lender shall longer be liable for of any force or effect; provided, further, that if JPP subsequently transfers all or any portion of such liabilitiesits interest resulting in JPP’s Ratable Share being less than Cascade’s Ratable Share, obligationsthen, lossesat Cascade’s election, damagesCascade shall automatically be reinstated as successor Administrative Agent without the requirement of any further action by any Person and Section 9(c) hereof shall resume being in full force and effect. In all cases, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee any successor Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party shall be “Administrative Agent” for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentenceall purposes hereunder.

Administrative Agent. The (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require the approval of the Requisite Class B Lenders and (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder 107 by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Committed Lender or an Affiliate thereof on the date on which the Class A Maturity Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Committed Lenders have been paid in each full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company and the Class A Lender GroupB Lenders, in proportion and the Requisite Class B Lenders shall have the right, upon five (5) Business Days’ notice to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender GroupCompany, severally agrees to indemnify appoint a successor Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for that the appointment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee successor Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or that is not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A B Lender Group to indemnify any AA Indemnitee Agent Party against any liabilityor an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence which approval shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liabilityunreasonably withheld, obligation, loss, damage, penalty, action, judgment, suit, cost, expense delayed or disbursement described in the proviso in the immediately preceding sentenceconditioned.

Administrative Agent. The (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such notice of resignation, Requisite Class A Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Committed Lenders in each Lender or an Affiliate thereof on the date on which all Class A Lender Group, in proportion Revolving Loans and all other Obligations owing to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender GroupLenders have been paid in full in cash, severally agrees such Administrative Agent shall provide immediate notice of resignation to indemnify the Company, and the Requisite Class B Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for that the appointment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee successor Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or that is not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A B Revolving Lender Group to indemnify any AA Indemnitee Agent Party against any liabilityor an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence which approval shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liabilityunreasonably withheld, obligation, loss, damage, penalty, action, judgment, suit, cost, expense delayed or disbursement described in the proviso in the immediately preceding sentenceconditioned.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender GroupIn order to expedite the transactions contemplated by this Agreement, in proportion Citibank, N.A. is hereby appointed to their respective Committed Lender Pro Rata Shares act as Administrative Agent on behalf of the Pro Rata Share Lenders. Each of the Lenders and each subsequent holder of any Revolving Credit Note or issuer of any Letter of Credit, irrevocably authorizes the Administrative Agent to take such Class A Lender Groupaction on its behalf and to exercise such powers hereunder and under the other Loan Documents as are specifically delegated to or required of the Administrative Agent by the terms hereof and the terms thereof together with such powers as are reasonably incidental thereto. Neither the Administrative Agent nor any of its directors, severally agrees officers, employees or Administrative Agents shall be liable as such for any action taken or omitted to indemnify be taken by it or them hereunder or under any of the other Loan Documents or in connection herewith or therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder or thereunder, the consent of the Lenders) or (b) in the absence of its or their own gross negligence or willful misconduct. The Administrative Agent is hereby expressly authorized on behalf of the Lenders, without hereby limiting any implied authority, and the Administrative Agent hereby agrees, (a) to receive on behalf of each of the Lenders any payment of principal of or interest on the Revolving Credit Notes outstanding hereunder and all other amounts accrued hereunder paid to the Administrative Agent, and promptly to distribute to each Lender its Affiliates proper share of all payments so received, (b) to distribute to each Lender copies of all notices, agreements and other material as provided for in this Agreement or in the other Loan Documents as received by the Administrative Agent and (c) to take all actions with respect to this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent. In the event that (a) the Borrower fails to pay when due the principal of or interest on any Revolving Credit Note, any amount payable under any Letter of Credit, or any fee payable hereunder or (b) the Administrative Agent receives written notice of the occurrence of a Default or an Event of Default, the Administrative Agent within a reasonable time shall give written notice thereof to the Lenders; and shall take such action with respect to such Event of Default or other condition or event as it shall be directed to take by the Required Lenders or all Lenders, as applicable hereunder; provided, however, that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may take such action or refrain from taking such action hereunder or under any other Loan Documents with respect to a Default or Event of Default as it shall deem advisable in the best interests of the Lenders. The Administrative Agent shall not be responsible in any manner to any of the Lenders for the effectiveness, enforceability, perfection, value, genuineness, validity or due execution of this Agreement, the Revolving Credit Notes or any of the other Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained herein or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of this Agreement or any of the other Loan Documents or any other agreements on a part of the Borrower and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept in good faith any certificate furnished pursuant to this Agreement or any of the other Loan Documents as conclusive evidence of the facts stated therein and shall be entitled to rely in good faith on any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, statement, order or other document which it believes in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. It is understood and agreed that the Lender which is the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party, and engage in other transactions with the Borrower, as though it were not Administrative Agent of the Lenders hereunder. The Administrative Agent shall promptly give notice to the Lenders of the receipt or sending of any notice, schedule, report, projection, financial statement or other document or information pursuant to this Agreement or any of the other Loan Documents and shall promptly forward a copy thereof to each Lender. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure 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 the Borrower of any of their respective obligations hereunder or in connection herewith. The Administrative Agent may consult with legal counsel selected by it with reasonable care in connection with matters arising under this Agreement or any of the other Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under this Agreement or any of the other Loan Documents through agents or attorneys. The Administrative Agent and the Borrower may deem and treat the payee or most recent assignee pursuant to Section 10.3 hereosf, as applicable, of any Revolving Credit Note as the holder thereof until written notice of transfer shall have been delivered as provided in Section 10.3 hereof by such payee to the Administrative Agent and the Borrower. With respect to the Revolving Credit Loans made hereunder, the Revolving Credit Notes issued to it and any other extension of credit applicable to it, the Lender which is the Administrative Agent in its individual capacity as the Issuing Lender or Lender and not as an Administrative Agent shall have the same rights, powers and duties hereunder and under any other agreement executed in connection herewith as any other Lender and may exercise the same as though it were not the Administrative Agent, and the Lender which is the Administrative Agent and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or other affiliate thereof as if it were not the Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agent in the amount of such Lender’s pro rata share (based on its Revolving Credit Commitment hereunder) of any reasonable out-of-pocket expenses incurred for the benefit of the Lenders by the Administrative Agent, including reasonable fees and disbursements of counsel to the Administrative Agent and compensation of agents and employees paid for services rendered on behalf of the Lenders, not reimbursed by the Borrower pursuant to Section 10.4 hereof and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, partnersemployees or agents, directorson demand, trustees, employees and agents in the amount of its pro rata share (each, an “AA Indemnitee Agent Party”based on its Revolving Credit Commitment hereunder), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise it in its capacity as such AA Indemnitee the Administrative Agent Party or any of them in any way relating to or arising out of this Agreement or any of the other Credit Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTYto the extent not reimbursed by the Borrower pursuant to Section 10.4 hereof; provided, however, that no Class A Revolving Committed Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s the gross negligence or willful misconductmisconduct of the Administrative Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as determined it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and any other Loan Document to which such Lender is a party. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by such Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a Lender with an office (or an affiliate with an office) in the New York metropolitan area having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impairedsuccessor, such AA Indemnitee successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent Party may call and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under each of the other Loan Documents. After any Administrative Agent’s resignation hereunder, the provisions of this Article shall continue in effect for additional indemnity and cease, its benefit in respect of any actions taken or not commence, omitted to be taken by it while it was acting as Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by the Administrative Agent pursuant to the provisions of this Agreement or any of the other Loan Documents unless it shall be requested in writing to do so by the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentenceRequired Lenders.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender GroupAdministrative Agent and any such sub-agent may perform any and all 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 the Administrative Agent and any such sub-agent, in proportion and shall apply to their respective Committed Lender Pro Rata Shares activities in connection with the syndication of the Pro Rata Share credit facilities provided for herein as well as activities as the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Company (except during the continuance of an Event of Default hereunder, when no such consent shall be required), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such Class A Lender Group, severally agrees to indemnify retiring Administrative Agent, its Affiliates sub-agents and their respective officersRelated Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender agrees (a) to reimburse the Administrative Agent, partnerson demand, directorsin the amount of its pro rata share (based on the amount of its Loans and available Commitments hereunder) of any expenses incurred for the benefit of the Lenders by the Administrative Agent, trusteesincluding counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by the Company or Holdingsany other Borrower and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, for on demand, in the amount of such pro rata share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilitiestaxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Company or any other Borrower; provided that no Lender shall be liable to the Administrative Agent or any such other indemnified Person for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are determined to have resulted from such AA Indemnitee Agent Party’s the gross negligence or willful misconductmisconduct of the Administrative Agent, and any of its Related Parties or any of their respective directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as determined by a court of competent jurisdiction 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 the Administrative 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 a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, taking or not commencetaking action under or based upon this Agreement, to do any other Loan Document or related agreement or any document furnished hereunder or thereunder. None of the acts indemnified against until such additional indemnity is furnished; providedLenders identified on the facing page or signature pages of this Agreement or elsewhere herein as a “syndication agent” or “documentation agent” shall have any right, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liabilitypower, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense responsibility or disbursement described in the proviso in the immediately preceding sentenceduty under this Agreement other than those applicable to all Lenders as such.

Administrative Agent. The Class A Revolving Committed Administrative Agent has been appointed to act as Administrative Agent hereunder by the Lenders in each Class A Lender Groupand, in proportion to by their respective Committed Lender Pro Rata Shares acceptance of the Pro Rata Share benefits hereof, any and all other Secured Parties. The Administrative Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Facilities Agreement. In furtherance of the foregoing provisions of this Section 8 each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Class A Lender GroupSecured Party that all rights and remedies hereunder may be exercised solely by the Administrative Agent for the benefit of Secured Parties in accordance with the terms of this Section 8. Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders and the Grantors, severally agrees and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to indemnify the Grantors and Administrative Agent signed by the Lenders. Upon any such notice of resignation or any such removal, Lenders shall have the right, upon five (5) Business Days’ notice to the Administrative Agent and upon prior written consent of Borrower (such consent not to be (a) unreasonably withheld, conditioned or delayed or (b) required if an Event of Default has occurred and is continuing), to appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, its Affiliates that successor Administrative Agent shall thereupon succeed to and their respective officersbecome vested with all the rights, partnerspowers, directorsprivileges and duties of the retiring or removed Administrative Agent under this Agreement, trusteesand the retiring or removed Administrative Agent under this Agreement shall promptly (i) transfer to such successor Administrative Agent all sums, employees Securities and agents other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under this Agreement, and (eachii) execute and deliver to such successor Administrative Agent or otherwise authorize the filing of such amendments to financing statements, an “AA Indemnitee Agent Party”), to the extent that and take such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, other actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which as may be imposed onnecessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created hereunder, incurred by whereupon such retiring or asserted against such AA Indemnitee removed Administrative Agent Party in exercising its powers, rights and remedies or performing shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Administrative Agent’s resignation or removal hereunder or under as the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out Administrative Agent, the provisions of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, inure to its benefit as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee actions taken or omitted to be taken by it under this Agreement while it was the Administrative Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentencehereunder.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender GroupEach Lender, in proportion to their respective Committed Lender its Pro Rata Shares of the Pro Rata Share of such Class A Lender GroupShare, severally agrees to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. The (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment 108 of a successor Administrative Agent shall require the approval of the Requisite Class B Lenders and (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Committed Lender or an Affiliate thereof on the date on which the Class A Maturity Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Committed Lenders have been paid in each full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company and the Class A Lender GroupB Lenders, in proportion and the Requisite Class B Lenders shall have the right, upon five (5) Business Days’ notice to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender GroupCompany, severally agrees to indemnify appoint a successor Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for that the appointment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee successor Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or that is not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A B Lender Group to indemnify any AA Indemnitee Agent Party against any liabilityor an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence which approval shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liabilityunreasonably withheld, obligation, loss, damage, penalty, action, judgment, suit, cost, expense delayed or disbursement described in the proviso in the immediately preceding sentenceconditioned.

Administrative Agent. The Class A Revolving Committed Administrative Agent may at any time give notice of its resignation to the Lenders, each L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders in each Class A Lender Groupshall have the right, in proportion consultation with the Borrower, to their respective Committed Lender Pro Rata Shares appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Pro Rata Share Lenders and each L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Class A collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender Groupand each L/C Issuer directly, severally agrees until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to indemnify and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee the retiring Administrative Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and be discharged from all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties and obligations hereunder or under the other Credit Loan Documents or (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise in its capacity as agreed between the Borrower and such AA Indemnitee Agent Party in any way relating to or arising out successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Agreement Article and Section 11.4 shall continue in effect for the benefit of such retiring Administrative 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 the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Deutsche Bank as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or 143 under the other Credit Loan Documents, IN ALL CASESand (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the retiring L/C Issuer, WHETHER OR NOT CAUSED BY OR ARISINGif any, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion outstanding at the time of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses succession or disbursements resulting from make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court Letters of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentenceCredit.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender GroupAdministrative Agent may resign at any time by giving written notice thereof to the other Facility Agents, in proportion to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of Lenders, the Issuers and the Borrower and shall, immediately upon giving such Class A Lender Groupnotice, severally agrees to indemnify be discharged from its duties and obligations under this Agreement and the other Loan Documents. Upon any such resignation by the Administrative Agent, its Affiliates the Requisite Lenders shall have the right to appoint a successor Administrative Agent, 99 provided that such successor shall be a United States person as defined in Section 7701(a)(30) of the Code. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders and their respective officersshall have accepted such appointment, partnerswithin 30 days after the retiring Administrative Agent’s giving of notice of resignation, directorsthen the retiring Administrative Agent may, trusteeson behalf of the Lenders and the Issuers, employees and agents (eachappoint a successor Administrative Agent, an “AA Indemnitee Agent Party”), selected from among the Lenders. Such appointment shall be subject to the extent that such AA Indemnitee Agent Party prior written approval of the Borrower (which approval may not be unreasonably withheld or delayed and shall not have been reimbursed by Company or Holdings, for be required upon the occurrence and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements during the continuance of an Event of Default). Upon the acceptance of any kind or nature whatsoever which appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be imposed on, incurred by or asserted against such AA Indemnitee reasonably necessary to assign to the successor Administrative Agent Party in exercising its powers, rights and remedies or performing as Administrative Agent under the Loan Documents. At any time after the discharge of a retiring Administrative Agent from its duties and obligations under this Agreement and prior to any Person accepting its appointment as a successor Administrative Agent, the Requisite Lenders shall assume and perform all of the duties of such retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall become the Administrative Agent hereunder. After its resignation, the retiring Administrative Agent shall continue to have the benefit of this Article X as to any actions taken or omitted to be taken by it while it was Administrative Agent under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or any of the other Credit Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender Group, severally agrees agree to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or HoldingsSeller, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender GroupXxxxxx’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender GroupAdministrative Agent and any such sub-agent may perform any and all 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 the Administrative Agent and any such sub-agent, in proportion and shall apply to their respective Committed Lender Pro Rata Shares activities in connection with the syndication of the Pro Rata Share credit facilities provided for herein as well as activities as the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such Class A Lender Group, severally agrees to indemnify retiring Administrative Agent, its Affiliates sub-agents and their respective officersRelated Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, partnersindependently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, directorsmade its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, trusteesindependently and without reliance upon the Administrative Agent or any other Lender, employees or any of the Related Parties of any of the foregoing, and agents 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, by delivering its signature page to this Agreement, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date. Each Lender (eacha) represents and warrants, an “AA Indemnitee as of the date such Person became a Lender party hereto, to, and (b) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent Party”)and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the extent benefit of the Borrower or any other Loan Party, that such AA Indemnitee Agent Party Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments. None of the Arrangers, the Syndication Agents, the Documentation Agents or the Bookrunners shall not have been reimbursed by Company any duties or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or obligations under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the any other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconductLoan Document (except in its capacity, as determined by applicable, as a court Lender or as Administrative Agent or an Issuing Bank), but all such Persons shall have the benefit of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party the indemnities provided for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentencehereunder.

Administrative Agent. The Class A Revolving Committed Administrative Agent may resign at any time by giving written notice thereof to the other Facility Agents, the Lenders in each Class A Lender Groupand the Borrowers and shall, in proportion to their respective Committed Lender Pro Rata Shares of immediately upon giving such notice, be discharged from its duties and obligations under this Agreement and the Pro Rata Share of other Loan Documents. Upon any such Class A Lender Group, severally agrees to indemnify resignation by the Administrative Agent, its Affiliates the Requisite Lenders shall have the right to appoint a successor Administrative Agent, provided that such successor shall be a United States person as defined in Section 7701(a)(30) of the Code. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders and their respective officersshall have accepted such appointment, partnerswithin 30 days after the retiring Administrative Agent’s giving of notice of resignation, directorsthen the retiring Administrative Agent may, trusteeson behalf of the Lenders, employees and agents (eachappoint a successor Administrative Agent, an “AA Indemnitee Agent Party”), selected from among the Lenders. Such appointment shall be subject to the extent that such AA Indemnitee Agent Party prior written approval of the Borrowers (which approval may not be unreasonably withheld or delayed and shall not have been reimbursed by Company or Holdings, for be required upon the occurrence and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements during the continuance of an Event of Default). Upon the acceptance of any kind or nature whatsoever which appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be imposed on, incurred by or asserted against such AA Indemnitee reasonably necessary to assign to the successor Administrative Agent Party in exercising its powers, rights and remedies or performing as Administrative Agent under the Loan Documents. At any time after the discharge of a retiring Administrative Agent from its duties and obligations under this Agreement and prior to any Person accepting its appointment as a successor Administrative Agent, the Requisite Lenders shall assume and perform all of the duties of such retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall become the Administrative Agent hereunder. After its resignation, the retiring Administrative Agent shall continue to have the benefit of this Article IX as to any actions taken or omitted to be taken by it while it was Administrative Agent under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or any of the other Credit Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. The Class A Revolving Notwithstanding the foregoing, on the Restatement Effective Date, (i) Existing Lender shall not be required to advance any Dollar Working Capital Facility Committed Lenders in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender Group, severally agrees to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), Tranche Loans to the extent of its Existing Dollar Working Capital Facility Loans (it being understood that on the Restatement Effective Date, such AA Indemnitee Existing Dollar Working Capital Facility Loans shall be deemed to be Dollar Working Capital Facility Committed Tranche Loans and such portion of the Existing Dollar Working Capital Facility Loans that were Base Rate Loans shall be Dollar Working Capital Facility Committed Tranche Loans that are Base Rate Loans and such portion of the Existing Dollar Working Capital Facility Loans that were Term SOFR Loans shall be Dollar Working Capital Facility Committed Tranche Loans that are Term SOFR Loans (it being understood that for each tranche of Existing Dollar Working Capital Facility Loans that were Term SOFR Loans, the initial Interest Period for such tranche shall be the Interest Period applicable to such tranche of Existing Dollar Working Capital Facility Loans immediately prior to the Restatement Effective Date)) and the Dollar Working Capital Facility Committed Tranche Lenders (other than the Existing Lender) shall advance funds to the Administrative Agent Party no later than 3:00 p.m. (New York City time) on the Restatement Effective Date as shall not have been reimbursed by Company or Holdings, for be required (and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements the Dollar Working Capital Facility Committed Tranche Loans of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Existing Lender shall be liable for any portion of repaid as required) such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving that each Lender’s share of outstanding Dollar Working Capital Facility Committed Tranche Loans on the Restatement Effective Date is equal to its Dollar Working Capital Facility Commitment Percentage on the Restatement Effective Date, (ii) the Existing Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be required to advance any Multicurrency Working Capital Facility Loans to the extent of its Existing Multicurrency Working Capital Facility Loans (it being understood that on the Restatement Effective Date, such Existing Multicurrency Working Capital Facility Loans denominated in United States Dollars shall be deemed to require be Multicurrency Working Capital Facility Loans denominated in United States Dollars, such Existing Multicurrency Working Capital Facility Loans denominated in Canadian Dollars shall be deemed to be Multicurrency Working Capital Facility Loans denominated in Canadian Dollars, and such portion of the Existing Multicurrency Working Capital Facility Loans that were Base Rate Loans shall be Multicurrency Working Capital Facility Loans that are Base Rate Loans, such portion of the Existing Multicurrency Working Capital Facility Loans that were Term SOFR Loans shall be Multicurrency Working Capital Facility Loans that are Term SOFR Loans (it being understood that for each tranche of Existing Multicurrency Working Capital Facility Loans that were Term SOFR Loans, the initial Interest Period for such tranche shall be the Interest Period applicable to such tranche of Existing Multicurrency Working Capital Facility Loans immediately prior to the Restatement Effective Date) and such portion of the Existing Multicurrency Working Capital Facility Loans that were Prime Rate Loans shall be Multicurrency Working Capital Facility Loans that are Prime Rate Loans) and the Multicurrency Working Capital Facility Lenders (other than the Existing Lender) on the Restatement Effective Date as shall be required (and the Multicurrency Working Capital Facility Loans of the Existing Lender shall be repaid as required) such that each Lender’s share of outstanding Multicurrency Working Capital Facility Loans on the Restatement Effective Date is equal to its Multicurrency Working Capital Facility Commitment Percentage on the Restatement Effective Date and (iii) the Existing Lender shall not be required to advance any Class A Revolving Committed Lender Acquisition Facility Loans to indemnify any AA Indemnitee Agent Party against any liabilitythe extent of its Existing Acquisition Facility Loans (it being understood that on the Restatement Effective Date, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in such Existing Acquisition Facility Loans shall be deemed to be Acquisition Facility Loans and such portion of the proviso in Existing Acquisition Facility Loans that were Base Rate Loans shall be Acquisition Facility Loans that are Base Rate Loans and such portion of the immediately preceding sentence.Existing Acquisition Facility Loans that were Term SOFR Loans shall be

Administrative Agent. The Class A Revolving Committed Administrative Agent may at any time give notice of its resignation to the Pre-Funded L/C Facility Agent, the Lenders, each L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders in each Class A Lender Groupshall have the right, in proportion consultation with the Borrower, to their respective Committed Lender Pro Rata Shares appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Pro Rata Share Lenders and each L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Class A collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender Groupand each L/C Issuer directly, severally agrees until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to indemnify and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee the retiring Administrative Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and be discharged from all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties and obligations hereunder or under the other Credit Loan Documents or (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise in its capacity as agreed between the Borrower and such AA Indemnitee Agent Party in any way relating to or arising out successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Agreement Article and Section 11.4 shall continue in effect for the benefit of such retiring Administrative 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 the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as a Revolving L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Revolving L/C Issuer, (b) the retiring Revolving L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents, IN ALL CASESand (c) the successor Revolving L/C Issuer shall issue letters of credit in substitution for the Revolving Letters of Credit issued by the retiring Revolving L/C Issuer, WHETHER OR NOT CAUSED BY OR ARISINGif any, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion outstanding at the time of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses succession or disbursements resulting from make other 150 arrangement satisfactory to the retiring Revolving L/C Issuer to effectively assume the obligations of the retiring Revolving L/C Issuer with respect to such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court Revolving Letters of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentenceCredit.

Administrative Agent. The Class A Revolving Committed Borrower, Operating Lessee and each Lender agree that upon the effectiveness of this Agreement, the amount of each of the Commitments of each Lender is as set forth on Schedule 1.1 attached hereto. Simultaneously with the effectiveness of this Agreement, the Commitments of each of the Lenders as in each Class A Lender Group, effect immediately prior to the effectiveness of this Agreement shall be reallocated among the Lenders pro rata in proportion to accordance with their respective Committed Commitments as set forth on Schedule 1.1. To effect such reallocations, each Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender Group, severally agrees to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), who either had no Commitment prior to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out effectiveness of this Agreement or whose Commitment upon the effectiveness of this Agreement exceeds its Commitment immediately prior to the effectiveness of this Amendment (each an “Assignee Lender”) shall be deemed to have purchased at par all right, title and interest in, and all obligations in respect of, the Commitments from the Lenders whose Commitments are less than their respective Commitment immediately prior to the effectiveness of this Amendment (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule 1.1 attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amount of their respective Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders, the Assignee Lenders and the other Credit DocumentsLenders shall make such cash settlements among themselves, IN ALL CASESthrough the Administrative Agent, WHETHER OR NOT CAUSED BY OR ARISINGas the Administrative Agent may direct (after giving effect to the making of any Loans to be made on the Effective Date and any netting transactions effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate outstanding principal amount of the Loan shall be held by the Lenders pro rata in accordance with the amount of the Commitments. Notwithstanding the foregoing and any other provision of this Agreement to the contrary, IN WHOLE OR IN PARTthe parties hereto agree that, OUT OF THE COMPARATIVEin connection with any assignment of the Commitments under this Section, CONTRIBUTORYthe Administrative Agent, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTYand each relevant Assignee Lender and/or Assignor Lender shall endeavor (and Borrower shall at de minimis cost to Borrower, reasonably cooperate therewith) to make arrangements satisfactory to such parties to cause each such Assignee Lender and/or Assignor Lender to temporarily hold risk participations in the outstanding Loan with a view toward minimizing breakage costs and transfers of funds in connection with such increase of Commitments. On the Effective Date, the commitment of each Assignor Lender that is a party to the Original Loan Agreement, but not a party to this Agreement (an “Exiting Lender”), shall be terminated, all outstanding obligations owing to such Exiting Lenders under the Original Loan Agreement on the Effective Date shall be paid in full as provided Loan No. 1013851 in this Section, and each Exiting Lender shall cease to be a Lender under this Agreement; provided, no Class A Revolving Committed however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall be liable survive for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Exiting Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. The (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Revolving Committed Lenders in each and Company. Upon any such notice of resignation, the Requisite Class A Lender GroupLenders shall have the right, in proportion upon five (5) Business Days’ notice to their respective Committed Lender Pro Rata Shares Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the Pro Rata Share acceptance of such Class A Lender Group, severally agrees to indemnify any appointment as Administrative Agent hereunder by a successor Administrative Agent, its Affiliates that successor Administrative Agent shall thereupon succeed to and their respective officersbecome vested with all the rights, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights privileges and remedies duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or performing its appropriate in connection with the performance of the duties hereunder or of the successor Administrative Agent under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASESand (ii) take such other actions, WHETHER OR NOT CAUSED BY OR ARISINGas may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender whereupon such retiring Administrative Agent shall be liable for discharged from its duties and obligations hereunder. After any portion retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses this Section 8 shall inure to its benefit as to any actions taken or disbursements resulting from such AA Indemnitee omitted to be taken by it while it was Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable orderhereunder. If any indemnity furnished to any AA Indemnitee Administrative Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such an Affiliate thereof on the date on which the Maturity Date shall have occurred and all Class A Revolving Lender’s Committed Lender Pro Rata Share of such Loans and all other Obligations owing to the Class A Lenders have been paid in full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company, and the Requisite Class B Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, that the appointment of any successor Administrative Agent that is not a Class B Lender Groupor an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s Pro Rata Share thereof; and provided furtherapproval, this sentence which approval shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liabilityunreasonably withheld, obligation, loss, damage, penalty, action, judgment, suit, cost, expense delayed or disbursement described in the proviso in the immediately preceding sentenceconditioned.

Administrative Agent. The Class A Revolving Committed Lenders in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares Each of the Pro Rata Share Lenders and each L/C Issuer hereby irrevocably appoints(a) Citibank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of such Class A Lender Group, severally agrees to indemnify this Article are solely for the benefit of the Administrative Agent, its Affiliates the Lenders and their respective officersthe L/C Issuers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent neither any Borrower nor any other Loan Party shall not have been reimbursed by Company or Holdingsrights as a third party beneficiary of any of such provisions. Collateral Agent. The Administrative Agent shall also act as the Collateral Agent under the Loan(b) Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers hereby irrevocably appoint and authorize the Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and against enforcing any and all liabilitiesLiens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, obligationstogether with such powers and discretion as are reasonably incidental thereto. In this connection, lossesthe Administrative Agent, damagesas Collateral Agent and any co-agents, penaltiessub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of for exercising any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the other Credit Documents or otherwise Loan Documents) as if set forth in full herein with respect thereto. Rights as a Lender. The Person serving as the Administrative Agent hereunder shallSection 9.02 have the same rights and powers in its capacity as such AA Indemnitee a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent Party and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable advisory capacity for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.-192- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6

Administrative Agent. The (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require the approval of the Requisite Class B Revolving Lenders and (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Committed Lenders in each Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Lender Group, in proportion Revolving Loans and all other Obligations owing to their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such Class A Lender GroupRevolving Lenders have been paid in full in EAST\148781874.9 cash, severally agrees such Administrative Agent shall provide immediate notice of resignation to indemnify the Company and the Class B Revolving Lenders, and the Requisite Class B Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for that the appointment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee successor Administrative Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or that is not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A B Revolving Lender Group to indemnify any AA Indemnitee Agent Party against any liabilityor an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence which approval shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liabilityunreasonably withheld, obligation, loss, damage, penalty, action, judgment, suit, cost, expense delayed or disbursement described in the proviso in the immediately preceding sentenceconditioned.

Administrative Agent. The Class A Revolving Committed Subject to the appointment and acceptance of a successor the Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders in each Class A Lender Groupshall have the right, in proportion consultation with the Borrower, to their respective Committed Lender Pro Rata Shares appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Pro Rata Share Lenders and the Issuing Bank, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent 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, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.3 shall continue in effect for the benefit of such Class A Lender Group, severally agrees to indemnify retiring Administrative Agent, its Affiliates sub-agents and their respective officersRelated Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, partnersindependently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, directorsmade its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, trusteesindependently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, employees and agents (eachcontinue to make its own decisions in taking or not taking action under or based upon this Agreement, an “AA Indemnitee Agent Party”), any other Loan Document or related agreement or any document furnished hereunder or thereunder. 112 The provisions of this Article shall apply to the extent that such AA Indemnitee Collateral Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under as though named herein as the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentenceAdministrative Agent.

Administrative Agent. The Class A Revolving Committed If the Administrative Agent has been grossly negligent in the performance of its obligations hereunder, the Administrative Agent may be removed at any time by written notice received by the Administrative Agent from other Lenders holding in each Class A Lender Group, in proportion to their respective Committed Lender Pro Rata Shares the aggregate at least two-thirds of that portion of the Pro Rata Share Aggregate Commitment not held by the Administrative Agent or its affiliates, such removal to be effective on the date specified by such other Lenders. Upon any such resignation or removal, such other Lenders shall appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by such Class A Lender Groupother Lenders within thirty days after the resigning Administrative Agent’s giving notice of its intention to resign, severally agrees then the resigning Administrative Agent shall appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. No successor Administrative Agent shall be deemed to indemnify be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its Affiliates duties and their respective officersobligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Administrative Agent, partners, directors, trustees, employees and agents (each, an “AA Indemnitee the provisions of this Article X shall continue in effect for the benefit of such Administrative Agent Party”), to the extent that such AA Indemnitee Agent Party shall not have been reimbursed by Company or Holdings, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements in respect of any kind actions taken or nature whatsoever which may omitted to be imposed on, incurred taken by or asserted against such AA Indemnitee it while it was acting as the Administrative Agent Party in exercising its powers, rights hereunder and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. All loans under the Incremental Facility shall be issued at par. The Class A Revolving Committed interest rate, commitment fee rate, amortization schedule and maturity date for the Incremental Facility shall be as agreed upon between any Lenders in each Class A Lender Group, in proportion agreeing to their respective Committed Lender Pro Rata Shares provide the Incremental Facility and the U.S. Borrower; provided that the final maturity date of the Pro Rata Share of such Class A Lender Group, severally agrees to indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that such AA Indemnitee Agent Party Incremental Facility shall not have been reimbursed by Company or Holdings, for be earlier than the Initial Maturity Date. The lenders and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or the loans under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out Incremental Facility will be "U.S. Revolving Lenders" and "U.S. Revolving Loans" for all purposes of this Agreement or and the other Credit Loan Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender and shall be liable for any portion treated as such, in terms of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconductsharing of payments and other appropriate provisions. The Incremental Facility will be documented pursuant to an amendment to this Agreement and, as determined appropriate, the other Loan Documents, executed by the U.S. Borrower, each Person providing a court commitment to the Incremental Facility and the U.S. Administrative Agent. Such amendment may, without the consent of competent jurisdiction in a final non-appealable order. If any indemnity furnished other Lenders, effect such amendments to any AA Indemnitee Agent Party for any purpose shallthis Agreement and the other Loan Documents as may be necessary, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commencethe U.S. Administrative Agent, to do effect the acts indemnified against until such additional indemnity is furnished; providedprovisions of this Section 2.1(f). An Incremental Facility may be established at any time at the request of the U.S. Borrower, upon notice to the U.S. Administrative Agent and the Lenders, and subject only to the agreement of Persons who, in their sole discretion, choose to participate in the Incremental Facility. No Lender shall have any obligation to participate in the Incremental Facility unless and until it commits to do so. The U.S. Administrative Agent and the U.S. Borrower shall provide all then existing Lenders with an opportunity to commit to the Incremental Facility on an up to a ratable basis (the period in which any Lender shall be required to make a decision on its participation in the Incremental Facility being in any event no event shall this sentence require any Class A Revolving Committed Lender in less than ten (10) Business Days from the date of delivery by the U.S. Borrower of a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liabilitynotice inviting such participation), obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall if sufficient commitments cannot be deemed obtained in such manner, shall provide other lenders with such opportunity (and for existing Lenders with the ability to require any Class A Revolving Committed Lender commit for more than their ratable portion), and such other lenders shall become U.S. Lenders hereunder pursuant to indemnify any AA Indemnitee a joinder agreement reasonably satisfactory to the U.S. Administrative Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in and the proviso in the immediately preceding sentenceU.S. Borrower.