Common use of Appointment and Authorization of Administrative Agent Clause in Contracts

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A., as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdco, Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A., as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdco, the Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A.Xxxxxxx Xxxxx Lending Partners LLC, as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE Section 9 (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12) are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12)thereof. In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdco, Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.

Appointment and Authorization of Administrative Agent. Each Lender and each L/C Issuer hereby appoints JPMorgan Chase Bank, N.A., BMO Bank N.A. as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties It is understood and responsibilities agreed that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word term “agent” herein or in any other Loan Documents (or any other similar term) with reference to Administrative Agent” 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 defined termmatter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Therefore, the Lenders and L/C Issuer expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender the Lenders or the L/C Issuers in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders or L/C Issuer except as expressly set forth herein and thereinherein. The Except as provided in Section 9.7, the provisions of this ARTICLE 9 Article are solely for the benefit of the Administrative Agent and Agent, the Lenders and no Loan Party the L/C Issuers, and Borrower shall not have any rights as a third third-party beneficiary of any of such provisions. Administrative Agent shall also act as the provisions thereof “collateral agent” under the Loan Documents, and each of the Lenders (other than including in its capacity as a potential obligee of any Hedging Liability or Funds Transfer and Deposit Account Liability) and the L/C Issuers hereby irrevocably appoints and authorizes Administrative Agent to act as the extent provided in Sections 9.1agent of such Lender and such L/C Issuer for purposes of acquiring, 9.3holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, 9.7, 9.11 together with such powers and 9.12discretion as are reasonably incidental thereto (including to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In performing its functions this connection, Administrative Agent, as “collateral agent” and duties hereunderany co-agents, the sub-agents and attorneys-in-fact appointed by Administrative Agent shall act solely as an agent pursuant to this Section 9 for purposes of holding or enforcing any Lien on the Lenders and does not assume and shall not be deemed to have assumed Collateral (or any obligation towards or relationship of agency or trust with portion thereof) granted under the Collateral Documents, or for Holdcoexercising any rights and remedies thereunder at the direction of Administrative Agent, Borrower or any shall be entitled to the benefits of its Subsidiariesall provisions of Sections 9 and 11 (including Section 11.13, other than as provided though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in Section 10.10(c) full herein with respect to the maintenance of the Registerthereto.

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A., as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdco, the Lead Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.

Appointment and Authorization of Administrative Agent. Each Lender hereby irrevocably appoints JPMorgan Chase Bank, N.A., as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent contractual representative on its such Lender’s behalf and to exercise such powers, rights powers under this Agreement and remedies under the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. The Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent shall have only those duties and responsibilities that are expressly specified to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Each Nothing herein shall be construed to deem the Administrative Agent may exercise such powersa trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word terms “Agent”, “Administrative Agent”, “agent” as a defined term, and similar terms in the Lenders expressly agree that Loan Documents with reference to the Administrative Agent is not acting as a intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Lender in respect Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article VIII that the Parent is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Administrative Agent by the Borrowers, any other Loan Party or any other Affiliate of the Loan DocumentsParties, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including enforcement or collection of any of the Obligations), the Borrower Administrative Agent shall not be required to exercise any discretion or otherwisetake any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and nothing herein such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents shall result in any duties or obligations on accordance with the Administrative Agent or any instructions of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 are solely for Requisite Lenders, or where applicable, all the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdco, Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the RegisterLenders.

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A., as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12) are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12)thereof. In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdco, Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.

Appointment and Authorization of Administrative Agent. Each Lender hereby designates and appoints JPMorgan Chase Bank, N.A., as the Administrative Agent as its representative under this Agreement and Collateral Agent under the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action as Administrative Agent execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers, rights powers and remedies under the Loan Documents perform such duties as are expressly delegated to the Administrative Agent by the terms thereofof this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise agrees to act as such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and thereinexpress conditions contained in this Section 10. The provisions of this ARTICLE 9 Section 10 are solely for the benefit of the Administrative Agent Agent, and the Lenders Lenders, and no Loan Party the Borrower and its Subsidiaries shall have any no rights as a third party beneficiary of any of the provisions thereof (other than contained herein. Any provision to the extent provided contrary contained elsewhere in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunderthis Agreement or in any other Loan Document notwithstanding, the Administrative Agent shall act solely as an agent of not have any duties or responsibilities, except those expressly set forth herein, nor shall the Lenders and does not assume and shall not Administrative Agent have or be deemed to have assumed any obligation towards fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or relationship of agency or trust with or for Holdco, Borrower liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent; it being expressly understood and agreed that the use of its Subsidiariesthe word “Administrative Agent” is for convenience only, other than that Xxxxx Fargo Foothill, Inc. is merely the representative of the Lenders, and only has the contractual duties set forth herein. Except as expressly otherwise provided in Section 10.10(cthis Agreement, the Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that the Administrative Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to the Administrative Agent, Lenders agree that the Administrative Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations under the Loan Documents, the Collateral, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the maintenance Loan Documents, (c) make Loans, for itself or on behalf of Lenders as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as the Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral, (f) perform, exercise, and enforce any and all other rights and remedies of the RegisterLenders with respect to the Borrower, the Obligations under the Loan Documents, the Collateral, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such expenses as the Administrative Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Administrative Agent. Each Lender hereby designates and appoints JPMorgan Chase Bank, N.A., as the Administrative Agent as its representative under this Agreement and Collateral Agent under the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action as Administrative Agent execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers, rights powers and remedies under the Loan Documents perform such duties as are expressly delegated to the Administrative Agent by the terms thereofof this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Administrative Agent agrees to act as such on the express conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Administrative Agent shall not have only any duties or responsibilities, except those duties expressly set forth herein, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and responsibilities no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Administrative Agent; it being expressly understood and agreed that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” is for convenience only, that Xxxxx Fargo is merely the representative of the Lenders, and only has the contractual duties set forth herein. Except as a defined termexpressly otherwise provided in this Agreement, Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Administrative Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Administrative Agent, Lenders agree that Administrative Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Lenders expressly agree that Collateral, the Administrative Agent is not acting as a fiduciary Collections of Borrower and its Subsidiaries, and related matters, (b) execute or file any Lender in and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect of to the Loan Documents, the Borrower (c) make Advances, for itself or otherwiseon behalf of Lenders, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdco, Borrower or any of its Subsidiaries, other than as provided in Section 10.10(cthe Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrower and its Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the maintenance Collateral and the Collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the RegisterLender Group with respect to Borrower or its Subsidiaries, the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Administrative Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Administrative Agent. Each Lender of the Lenders and the L/C Issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A., Bank of America to act on its behalf as the Administrative Agent hereunder and Collateral Agent under the other Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents 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 Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 Article are solely for the benefit of the Administrative Agent and Agent, the Lenders and no the L/C Issuer, and neither Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12)such provisions. In performing its functions and duties hereunder, the Administrative Agent shall also act solely as an agent the “collateral agent” under the Loan Documents, and each of the Lenders and does not assume the L/C Issuer hereby irrevocably appoints and shall not be deemed authorizes Agent to have assumed act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any obligation towards 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, Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to Section 0 or relationship otherwise for purposes of agency holding or trust with enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for Holdcoexercising any rights and remedies thereunder at the direction of Agent), Borrower or any shall be entitled to the benefits of its Subsidiariesall provisions of this Article IX and Article X, other than as provided though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in Section 10.10(c) full herein with respect to the maintenance of the Registerthereto.

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A.N.A.[Xxxxxx Xxxxxxx Senior Funding, Inc.], as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdco, Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A., as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdco, the Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.

Appointment and Authorization of Administrative Agent. Each Lender of the Lenders and L/C Issuers hereby irrevocably appoints JPMorgan Chase Bank, N.A., Xxxxxxx Xxxxx Bank USA (or any successor appointed pursuant hereto) as the Administrative Agent its agent and Collateral Agent under the Loan Documents attorney-in-fact and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf behalf, including execution of the other Loan Documents, and to exercise such powers, rights and remedies under the Loan Documents powers as are NY\6497185.2 Exhibit 10.1 delegated to the Administrative Agent by the terms thereofof the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 Article IX are solely for the benefit of the Administrative Agent Agent, the Collateral Agent, the Lenders, and the Lenders other Secured Parties, and no Loan Party shall have any rights as a third party beneficiary of any of the provisions hereof, except as expressly contemplated hereby. Any Person serving as 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 the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, unless the context otherwise requires or unless such Person is in fact not a Lender, include each Person serving as 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 other advisory capacity for 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. The Lenders acknowledge that, pursuant to such activities, the Administrative Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall not be under any obligation to provide such information to them. 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 than implied duties, regardless of whether a Default or Event of Default has occurred and is continuing and without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Loan Documents with reference to the extent Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law and instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers that are 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 Sections 9.1Section 10.02) after the Administrative Agent has received such direction; provided that the Administrative Agent shall not be required to take any action that, 9.3in its opinion or the opinion of its counsel, 9.7may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable laws, 9.11 and 9.12). In performing its functions and duties hereunder(c) except as expressly set forth in the Loan Documents, the Administrative Agent shall act solely 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 Person serving as an agent 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 does not assume and as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful misconduct as determined by the final, non- appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Administrative Agent shall not be deemed to have assumed knowledge of any obligation towards Default or relationship Event of agency Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or trust any 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 or the occurrence of any Default or Event of Default, (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, value or sufficiency of the Collateral, (vi) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vii) the properties, books or records of any Loan Party or any Affiliate thereof. If any Lender acquires knowledge of a Default or Event of Default, it shall promptly notify the Administrative Agent and the other Lenders thereof in writing. Each Lender agrees that, except with the written consent of the Administrative Agent, it will not take any enforcement action hereunder or under any other Loan Document, accelerate the Obligations under any Loan Document, or exercise any right that it might otherwise have NY\6497185.2 Exhibit 10.1 under applicable law or otherwise to credit bid at foreclosure sales, UCC sales, any sale under Section 363 of the Bankruptcy Code or other similar Dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against a Loan Party where a deadline or limitation period is applicable that would, absent such action, bar enforcement of the Obligations held by such Xxxxxx, including the filing of proofs of claim in a case under the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Loan Parties, the Administrative Agent and each Secured Party agrees that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee of the Secured Obligations provided by the Loan Parties, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties in accordance with the terms hereof and the terms of the Intercreditor Agreement, and all powers, rights and remedies under the other Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private Disposition (including pursuant to Section 363 of the Bankruptcy Code), (A) the Collateral Agent, as agent for Holdcoand representative of the Secured Parties, shall be 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 Disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such Disposition and (B) the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such Disposition. No Cash Management Bank or (except as set forth in the Intercreditor Agreement) any Hedge Bank shall have any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under this Agreement. Each of the Lenders hereby exempts the Administrative Agent from any restrictions on multiple representation and self-dealing under any applicable law, in particular from the restrictions pursuant to section 181 German Civil Code (Bürgerliches Gesetzbuch), in each case to the extent legally possible, and authorizes the Administrative Agent in any further delegation of powers hereunder, to exempt any agent or attorney-in-fact from any such restriction. A Lender which is barred by its organizational documents or by-laws from granting such exemption shall notify the Administrative Agent accordingly. 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 (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 the contrary from such Lender prior to the making of such Loan. 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 of 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 this Article 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 activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. The Administrative Agent may resign at any time by giving ten days prior written notice to the Lenders and the Borrower Representative. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower Representative (not to be unreasonably withheld or delayed), to appoint a successor Administrative Agent which shall be a commercial bank with an office in the U.S. having combined NY\6497185.2 Exhibit 10.1 capital and surplus in excess of €1,000,000,000; provided that during the existence and continuation of an Event of Default under Section 8.01(a) or, with respect to a Parent Company or a Borrower, Section 8.01(f) or (g), no consent of the Borrowers shall be required; provided, further, that in no event shall a Disqualified Institution be the successor Administrative Agent. If no successor shall have been so appointed as provided above 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 (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above if such Administrative Agent shall notify the Borrower Representative and the Lenders 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 and (ii) 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 directly (and each Lender will cooperate with the Borrowers to enable the Borrowers to take such actions), until such time as the Required Lenders or the Borrower Representative, as applicable, appoints a successor Administrative Agent, as provided for above in this Article 9. 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 (other than any rights to indemnity payments owed to 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 Borrower Representative and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article 9 and Section 10.03 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 it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Arrangers, the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either the Arrangers, the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect Related Parties. Anything herein to the maintenance contrary notwithstanding, the Arrangers and the joint bookrunners shall not have any right, power, obligation, liability, responsibility or duty under this Agreement or any other Loan Document, except in their respective capacities, as applicable, as the Administrative Agent or a Lender hereunder. Subject to the terms of the Register.Intercreditor Agreement, each of the Lenders irrevocably authorizes and instructs the Administrative Agent to (or to instruct the Collateral Agent to), and the Administrative Agent shall (or shall instruct the Collateral Agent to),

Appointment and Authorization of Administrative Agent. Each Lender hereby designates and appoints JPMorgan Chase Bank, N.A., Xxxxx Fargo as the its Agent and Foothill as its Administrative Agent under this Agreement and Collateral Agent under the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent Agents to take such action as Administrative Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers, rights powers and remedies under the Loan Documents perform such duties as are expressly delegated to the Administrative Agent it by the terms thereofof this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise Agents agree to act as such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and thereinexpress conditions contained in this ARTICLE 17. The provisions of this ARTICLE 9 17 are solely for the benefit of the Administrative Agent Agents and the Lenders Lenders, and no Loan Party Borrower shall not have any rights as a third party beneficiary of any of the provisions thereof (contained herein nor shall Borrower have any liabilities which differ from other than sections of this Agreement; PROVIDED, HOWEVER, that the provisions of SECTIONS 17.10, 17.11, and 17.16(d) also shall be for the benefit of Borrowers. Any provision to the extent provided contrary contained elsewhere in Sections 9.1this Agreement or in any other Loan Document notwithstanding, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and Agents shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agents have or be deemed to have assumed any obligation towards fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations, or relationship of agency or trust with or for Holdco, Borrower liabilities shall be read into this Agreement or any of its Subsidiaries, other than Loan Document or otherwise exist against Agents. Except as expressly otherwise provided in Section 10.10(cthis Agreement, each Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which such Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents, including making the determinations contemplated by SECTION 2.1(b). Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agents, Lenders agree that Administrative Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Collateral, the Collections, and related matters; (b) execute and/or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim for Lenders, notices and other written agreements with respect to the maintenance Loan Documents; (c) make Advances for itself or on behalf of Lenders as provided in the Loan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts and lock boxes as Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the 66 Collections; (f) perform, exercise, and enforce any and all other rights and remedies of the RegisterLender Group with respect to Borrower, the Advances, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents; and (g) incur and pay such Lender Group Expenses as Administrative Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank, N.A., as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower Borrowers or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE Article 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdco, the Lead Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.

Appointment and Authorization of Administrative Agent. Each Lender of the Lenders and L/C Issuers hereby irrevocably appoints JPMorgan Chase Bank, N.A., Xxxxxxx Xxxxx Bank USA (or any successor appointed pursuant hereto) as the Administrative Agent its agent and Collateral Agent under the Loan Documents attorney-in-fact and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf behalf, including execution of the other Loan Documents, and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms thereofof the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 Article IX are solely for the benefit of the Administrative Agent Agent, the Collateral Agent, the Lenders, and the Lenders other Secured Parties, and no Loan Party shall have any rights as a third party beneficiary of any of the provisions hereof, except as expressly contemplated hereby. Any Person serving as 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 the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, unless the context otherwise requires or unless such Person is in fact not a Lender, include each Person serving as 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 other advisory capacity for 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. The Lenders acknowledge that, pursuant to such activities, the Administrative Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall not be under any obligation to provide such information to them. 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 than implied duties, regardless of whether a Default or Event of Default has occurred and is continuing and without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Loan Documents with reference to the extent Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law and instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers that are 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 Sections 9.1Section 10.02) after the Administrative Agent has received such direction; provided that the Administrative Agent shall not be required to take any action that, 9.3in its opinion or the opinion of its counsel, 9.7may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable laws, 9.11 and 9.12). In performing its functions and duties hereunder(c) except as expressly set forth in the Loan Documents, the Administrative Agent shall act solely 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 Person serving as an agent 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 does not assume and as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful misconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Administrative Agent shall not be deemed to have assumed knowledge of any obligation towards Default or relationship Event of agency Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or trust any 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 or the occurrence of any Default or Event of Default, (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, value or sufficiency of the Collateral, (vi) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vii) the properties, books or records of any Loan Party or any Affiliate thereof. If any Lender acquires knowledge of a Default or Event of Default, it shall promptly notify the Administrative Agent and the other Lenders thereof in writing. Each Lender agrees that, except with the written consent of the Administrative Agent, it will not take any enforcement action hereunder or under any other Loan Document, accelerate the Obligations under any Loan Document, or exercise any right that it might otherwise have under applicable law or otherwise to credit bid at foreclosure sales, UCC sales, any sale under Section 363 of the Bankruptcy Code or other similar Dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against a Loan Party where a deadline or limitation period is applicable that would, absent such action, bar enforcement of the Obligations held by such Lender, including the filing of proofs of claim in a case under the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Loan Parties, the Administrative Agent and each Secured Party agrees that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee of the Secured Obligations provided by the Loan Parties, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties in accordance with the terms hereof and the terms of the Intercreditor Agreement, and all powers, rights and remedies under the other Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private Disposition (including pursuant to Section 363 of the Bankruptcy Code), (A) the Collateral Agent, as agent for Holdcoand representative of the Secured Parties, shall be 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 Disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such Disposition and (B) the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such Disposition. No Cash Management Bank or (except as set forth in the Intercreditor Agreement) any Hedge Bank shall have any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under this Agreement. Each of the Lenders hereby exempts the Administrative Agent from any restrictions on multiple representation and self-dealing under any applicable law, in particular from the restrictions pursuant to section 181 German Civil Code (Bürgerliches Gesetzbuch), in each case to the extent legally possible, and authorizes the Administrative Agent in any further delegation of powers hereunder, to exempt any agent or attorney-in-fact from any such restriction. A Lender which is barred by its organizational documents or by-laws from granting such exemption shall notify the Administrative Agent accordingly. 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 (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 the contrary from such Lender prior to the making of such Loan. 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 of 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 this Article 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 activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. The Administrative Agent may resign at any time by giving ten days prior written notice to the Lenders and the Borrower Representative. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower Representative (not to be unreasonably withheld or delayed), to appoint a successor Administrative Agent which shall be a commercial bank with an office in the U.S. having combined capital and surplus in excess of €1,000,000,000; provided that during the existence and continuation of an Event of Default under Section 8.01(a) or, with respect to a Parent Company or a Borrower, Section 8.01(f) or (g), no consent of the Borrowers shall be required; provided, further, that in no event shall a Disqualified Institution be the successor Administrative Agent. If no successor shall have been so appointed as provided above 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 (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above if such Administrative Agent shall notify the Borrower Representative and the Lenders 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 and (ii) 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 directly (and each Lender will cooperate with the Borrowers to enable the Borrowers to take such actions), until such time as the Required Lenders or the Borrower Representative, as applicable, appoints a successor Administrative Agent, as provided for above in this Article 9. 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 (other than any rights to indemnity payments owed to 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 Borrower Representative and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article 9 and Section 10.03 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 it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Arrangers, the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either the Arrangers, the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect Related Parties. Anything herein to the maintenance contrary notwithstanding, the Arrangers and the joint bookrunners shall not have any right, power, obligation, liability, responsibility or duty under this Agreement or any other Loan Document, except in their respective capacities, as applicable, as the Administrative Agent or a Lender hereunder. Subject to the terms of the Register.Intercreditor Agreement, each of the Lenders irrevocably authorizes and instructs the Administrative Agent to (or to instruct the Collateral Agent to), and the Administrative Agent shall (or shall instruct the Collateral Agent to),

Appointment and Authorization of Administrative Agent. (a) Each Lender of the Lenders and the L/C Issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A., (i) Bank of America to act on its behalf as the Administrative Agent and Collateral Agent hereunder and under the Loan other Credit Documents and hereby (ii) authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents 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 this Article 10 (other than Section 10.06 (solely with respect to the removal and consent/consultation rights set forth therein) and Section 10.10) are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and the Credit Parties shall not have rights as a third party beneficiary of any of such provisions. (b) Each Lender hereby irrevocably appoints, designates and authorizes the Collateral Agent to take such action on its behalf under the provisions of this Credit Agreement and each other Credit Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Credit Agreement or any other Credit Document, together with such powers as are reasonably incidental thereto. The In connection herewith, the Administrative Agent, as Collateral Agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent shall have only those duties and responsibilities that are expressly specified in pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Loan Collateral (or any portion thereof) granted under the Credit Documents. Each Agent may exercise such powers, 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 10 and perform Article 11 (including Section 11.04, as though such duties by or through its co-agents, sub-agents or employeesand attorneys-in-fact were the Collateral Agent under the Credit Documents) as if set forth in full herein with respect thereto. Notwithstanding any provision to the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing contrary contained elsewhere herein or in any of other Credit Document, the other Loan Documents Collateral Agent shall result in not have any duties or obligations on the Administrative Agent or any of the Lenders responsibilities, except as those expressly set forth herein and or therein. The provisions of this ARTICLE 9 are solely for , nor shall the benefit of the Administrative Collateral Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not or be deemed to have assumed any obligation towards fiduciary relationship with any Lender or relationship of agency or trust with or for Holdcoparticipant, Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.and no implied covenants,

Appointment and Authorization of Administrative Agent. Each Lender hereby designates and appoints JPMorgan Chase Bank, N.A., GCF as its representative under this Agreement and the Administrative Agent and Collateral Agent under the other Loan Documents and each Lender hereby irrevocably authorizes the Administrative Agent to take such action as Administrative Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers, rights powers and remedies under the Loan Documents perform such duties as are expressly delegated to the Administrative Agent by the terms thereofof this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise agrees to act as such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and thereinexpress conditions contained in this Section 17. The provisions of this ARTICLE 9 Section 17 are solely for the benefit of the Administrative Agent and the Lenders Lenders, and no Loan Party Borrower shall have any no rights as a third party beneficiary of any of the provisions thereof (other than contained herein; provided, however, that certain of the provisions of Section 17.11 hereof also shall be for the benefit of Borrower. Any provision to the extent provided contrary contained elsewhere in Sections 9.1this Agreement or in any other Loan Document notwithstanding, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and have any duties or responsibilities, except those expressly set forth herein, nor shall not Administrative Agent have or be deemed to have assumed any obligation towards fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or relationship of agency or trust with or for Holdco, Borrower liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Administrative Agent; it being expressly understood and agreed that the use of its Subsidiariesthe word “Administrative Agent” is for convenience only, other than that the Persons serving in such capacity are merely the representatives of the Lenders, and have only the contractual duties set forth herein. Except as expressly otherwise provided in Section 10.10(cthis Agreement, Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Administrative Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Administrative Agent, Lenders agree that Administrative Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Advances, the Letters of Credit, the Collateral, the Collections, and related matters; (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the maintenance Loan Documents; (c) make Advances and Letters of Credit for itself or on behalf of Lenders as provided in the Loan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts, cash management accounts and lock boxes as Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any and all other rights and remedies of the RegisterLender Group with respect to Borrower, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents; and (g) incur and pay such Lender Group Expenses as Administrative Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Administrative Agent. Each Lender hereby designates and appoints JPMorgan Chase Bank, N.A., WFF as its representative under this Agreement and the Administrative Agent and Collateral Agent under the other Loan Documents and and, subject to Section 14.1, each Lender hereby irrevocably authorizes the Administrative Agent to take such action as Administrative Agent execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers, rights powers and remedies under the Loan Documents perform such duties as are expressly delegated to the Administrative Agent by the terms thereofof this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise agrees to act as such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and thereinexpress conditions contained in this Section 15. The provisions of this ARTICLE 9 Section 15 (other than the proviso to Section 15.11(a)) are solely for the benefit of the Administrative Agent Agent, and the Lenders Lenders, and no Loan Party Borrower and its Subsidiaries shall have any no rights as a third party beneficiary of any of the provisions thereof (other than contained herein. Any provision to the extent provided contrary contained elsewhere in Sections 9.1this Agreement or in any other Loan Document notwithstanding, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and have any duties or responsibilities, except those expressly set forth herein, nor shall not Administrative Agent have or be deemed to have assumed any obligation towards fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or relationship of agency or trust with or for Holdco, Borrower liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Administrative Agent; it being expressly understood and agreed that the use of the word “Administrative Agent” is for convenience only, that WFF is merely the representative of the Lenders, and only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Administrative Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Administrative Agent, Lenders agree that Administrative Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other than as provided in Section 10.10(c) written agreements with respect to the maintenance Loan Documents, (c) make Advances, for itself or on behalf of Lenders as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrower and its Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the RegisterLender Group with respect to Borrower, the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group 45 Expenses as Administrative Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Administrative Agent. Each Lender hereby designates and appoints JPMorgan Chase BankMelody Business Finance, N.A., LLC as its representative under this Agreement and the Administrative Agent and Collateral Agent under the other Loan Documents and each Lender hereby irrevocably authorizes the Melody Business Finance, LLC, in its capacity as Administrative Agent Agent, to take such action as Administrative Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers, rights powers and remedies under the Loan Documents perform such duties as are expressly delegated to the Administrative Agent by the terms thereofof this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise agrees to act as such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and thereinexpress conditions contained in this Article 17. The provisions of this ARTICLE 9 Article 17 are solely for the benefit of the Administrative Agent and the Lenders Lenders, and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than contained herein. Any provision to the extent provided contrary contained elsewhere in Sections 9.1this Agreement or in any other Loan Document notwithstanding, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and have any duties or responsibilities, except those expressly set forth herein, nor shall not Administrative Agent have or be deemed to have assumed any obligation towards fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or relationship of agency or trust with or for Holdco, Borrower liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Administrative Agent; it being expressly understood and agreed that the use of its Subsidiariesthe word “Administrative Agent” is for convenience only, other than that the Persons serving in such capacity are merely the representatives of Lenders, and have only the contractual duties set forth herein. Except as expressly otherwise provided in Section 10.10(cthis Agreement, Administrative Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which Administrative Agent is expressly entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Administrative Agent, Lenders agree that Administrative Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Loans, the Collateral, the Collections, and related matters; (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the maintenance Loan Documents; (c) make Loans for itself or on behalf of Lenders as provided in the RegisterLoan Documents; (d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents; (e) open and maintain such bank accounts, cash management accounts and lock boxes as Administrative Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections; (f) perform, exercise, and enforce any and all other rights and remedies of Lender Group with respect to Borrowers, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents; and (g) incur and pay such Lender Group Expenses as Administrative Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

Appointment and Authorization of Administrative Agent. (a) Each Lender hereby appoints JPMorgan Chase Bankirrevocably 85 appoints, N.A., as the Administrative Agent designates and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers, rights powers and remedies under the Loan Documents perform such duties as are expressly delegated to the Administrative Agent it by the terms thereofof this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in Notwithstanding any provision to the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing contrary contained elsewhere herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunderDocument, the Administrative Agent shall act solely as an agent of have no duties or responsibilities, except those expressly set forth herein or therein, nor shall the Lenders and does not assume and shall not Administrative Agent have or be deemed to have assumed any obligation towards fiduciary relationship with any Lender or relationship of agency participant, and no implied covenants, functions, responsibilities, duties, obligations or trust with or for Holdco, Borrower liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of its Subsidiariesthe foregoing sentence, the use of the term “agent” herein and in the other than Loan Documents with reference to any 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 merely as provided in Section 10.10(c) a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (a)Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the maintenance documents associated therewith, and each L/C Issuer shall have all of the Registerbenefits and immunities (i) provided to the Agents in this Article 9 with respect to any acts taken or omissions suffered by each L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article 9 and in the definition of “Agent- Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer. (b)The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) potential provider of Cash Management Obligations and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such 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 Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits afforded to the Administrative Agent of all provisions of this Article 9 (including Section 9.07, 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. Section 9.02.

Appointment and Authorization of Administrative Agent. (a) Each Lender hereby irrevocably (subject to SECTION 9.9) appoints JPMorgan Chase Bankdesignates, N.A., as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers, rights powers and remedies under the Loan Documents perform such duties as are expressly delegated to the Administrative Agent it by the terms thereofof this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Administrative Agent agrees to: (i) timely distribute to each Lender all material information, requests, documents, and items received from Borrower under the Loan Documents; (ii) promptly distribute to each 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 Loan Documents; (iii) deliver to the appropriate Persons requests, demands, approvals, and consents received from Lenders; (iv) make requests for additional information pursuant to SECTION 6.3; and (v) make requests for inspections pursuant to SECTION 6.9; provided, however, Administrative Agent shall have only those duties and responsibilities that are expressly specified in not be required to take any action which exposes Administrative Agent to personal liability or which is contrary to the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by Documents or through its agents or employeesApplicable Law. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the word “Administrative Agent” as a defined term, term "agent" herein and in the Lenders expressly agree that the other Loan Documents with reference to Administrative Agent is not acting intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a fiduciary matter of any Lender in respect of the Loan Documents, the Borrower or otherwisemarket custom, and nothing herein is intended to create or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as reflect only an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or administrative relationship of agency or trust with or for Holdco, Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Registerbetween independent contracting parties.

Appointment and Authorization of Administrative Agent. Each Lender of the Lenders and the L/C issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A., Comerica Bank to act on its behalf as the Administrative Agent hereunder and Collateral Agent under the other Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and the L/C issuer hereby irrevocably appoints Bank of America to act on its behalf as Documentation Agent hereunder and under the other Loan Documents and authorizes Documentation Agent to take such actions on its behalf and to exercise such powers as are delegated to Documentation Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and the L/C issuer hereby irrevocably appoints Comerica Bank to act on its behalf as Syndication Agent hereunder and under the other Loan Documents and authorizes Syndication Agent to take such actions on its behalf and to exercise such powers as are delegated to Syndication Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 Article are solely for the benefit of the Administrative Agent and the Agent, Documentation Agent, Syndication Agent, Lenders and no L/C Issuer, and neither Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdco, Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Registersuch provisions.

Appointment and Authorization of Administrative Agent. Each Lender of the Lenders and the L/C Issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A., Bank of America to act on its behalf as the Administrative Agent hereunder and Collateral Agent under the other Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents 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 Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 Article are solely for the benefit of the Administrative Agent and Agent, the Lenders and no the L/C Issuer, and neither Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12)such provisions. In performing its functions and duties hereunder, the Administrative Agent shall also act solely as an agent the “collateral agent” under the Loan Documents, and each of the Lenders and does not assume the L/C Issuer hereby irrevocably appoints and shall not be deemed authorizes Agent to have assumed act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any obligation towards 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, Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to Section 9.05 or relationship otherwise for purposes of agency holding or trust with enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for Holdcoexercising any rights and remedies thereunder at the direction of Agent), Borrower or any shall be entitled to the benefits of its Subsidiariesall provisions of this Article IX and Article X, other than as provided though such co-agents, sub-agents and attorneys- in-fact were the “collateral agent” under the Loan Documents as if set forth in Section 10.10(c) full herein with respect to the maintenance of the Registerthereto.

Appointment and Authorization of Administrative Agent. Each Lender of the Lenders and the L/C issuer hereby irrevocably appoints JPMorgan Chase Bank, N.A., Bank of America to act on its behalf as the Administrative Agent hereunder and Collateral Agent under the other Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent actions on its behalf and to exercise such powers, rights and remedies under the Loan Documents powers as are delegated to the Administrative Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 Article are solely for the benefit of the Administrative Agent and Agent, the Lenders and no the L/C Issuer, and neither Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12)such provisions. In performing its functions and duties hereunder, the Administrative Agent shall also act solely as an agent the “collateral agent” under the Loan Documents, and each of the Lenders and does not assume the L/C Issuer hereby irrevocably appoints and shall not be deemed authorizes Agent to have assumed act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any obligation towards 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, Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to Section 9.05 or relationship otherwise for purposes of agency holding or trust with enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for Holdcoexercising any rights and remedies thereunder at the direction of Agent), Borrower or any shall be entitled to the benefits of its Subsidiariesall provisions of this Article IX and Article X, other than as provided though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in Section 10.10(c) full herein with respect to the maintenance of the Registerthereto.

Appointment and Authorization of Administrative Agent. Each Lender hereby appoints JPMorgan Chase Bank[Xxxxxx Xxxxxxx Senior Funding, N.A.Inc.], as the Administrative Agent and Collateral Agent under the Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers, rights and remedies under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have only those duties and responsibilities that are expressly specified in the Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Notwithstanding the use of the word “Administrative Agent” as a defined term, the Lenders expressly agree that the Administrative Agent is not acting as a fiduciary of any Lender in respect of the Loan Documents, the Borrower or otherwise, and nothing herein or in any of the other Loan Documents shall result in any duties or obligations on the Administrative Agent or any of the Lenders except as expressly set forth herein and therein. The provisions of this ARTICLE 9 are solely for the benefit of the Administrative Agent and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than to the extent provided in Sections 9.1, 9.3, 9.7, 9.11 and 9.12). In performing its functions and duties hereunder, the Administrative Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdco, Borrower or any of its Subsidiaries, other than as provided in Section 10.10(c) with respect to the maintenance of the Register.