Common use of Appointment Clause in Contracts

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agent.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank DBNY is hereby appointed to act as Administrative Agent, Agent (with each reference in this Article to Administrative Agent to include DBNY in its capacity as Collateral Agent and an Issuing BankDeutsche Bank AG, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation AgentDeposit Bank). Each of the Lenders, Lenders and each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, Lender or assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender Lenders and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releasesreleases and including, without limitation, in the event of a sale of assets permitted hereunder or designation of a Subsidiary as an Unrestricted Subsidiary permitted hereunder) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Administrative Agent. No other Agent shall have any duties or responsibilities under this Agreement.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender Lenders hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent or the Collateral Agent by the terms and provisions hereof and of the other Loan Documentsor thereof, together with such actions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. The Administrative Agent DB is hereby expressly authorized by the Lendersappointed Auction Manager hereunder, each Ancillary Lender and each Issuing BankLender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, without hereby limiting that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any implied authoritysuch replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, (a) to receive on behalf as applicable. Each of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of hereby irrevocably authorize each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and Agents (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by than the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral Agent and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with Auction Manager) to take such action on its behalf under the provisions of this Agreement and the Security Documents. In other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the event that any party other than the Lenders terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall participate have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in all this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any portion other similar term) with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of the Collateral pursuant any applicable Law. Instead such term is used as a matter of market custom, and is intended to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentcreate or reflect only an administrative relationship between contracting parties.

Appointment. (a) In order to expedite Each Lender hereby irrevocably designates and appoints the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act Administrative Agent as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank the agent of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender under this Agreement and each Ancillary Lender hereby the other Credit Documents and irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Credit Documents, together with such actions other powers as are reasonably incidental thereto. Each Posting Lender hereby irrevocably designates and appoints the Posting Agent as the agent of such Lender under this Agreement and the other Credit Documents and irrevocably authorizes the Posting Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Posting Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each Posting Lender and the Borrower hereby irrevocably designates and appoints the Posting Calculation Agent as the agent of such Lender and the Borrower under this Agreement and the other Credit Documents and irrevocably authorizes the Posting Calculation Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Posting Calculation Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by provisions of this Section 12 (other than the Lenders, each Ancillary Lender third sentence of this Section 12.1 and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders Sections 12.9 and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) 12.13 with respect to the Collateral Borrower) are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have any rights as a third party beneficiary of such provision. Notwithstanding any provision to the Secured Parties contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Credit Document, any fiduciary relationship with any Lender or any agency or trust obligations with respect theretoto any Credit Party, as contemplated by and in accordance with the provisions of no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of other Credit Document or otherwise exist against such Collateral shall be controlled by the Collateral Agent.

Appointment. (a) In order to expedite The Trading Company and the transactions contemplated by this AgreementManaging Owner hereby appoint the Trading Advisor, (i) JPMorgan Chase Bank is and the Trading Advisor hereby appointed to act accepts appointment, as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Cothe Trading Company’s limited attorney-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and in-fact to exercise such powers as are specifically delegated discretion to invest and reinvest in Commodities during the term of this Agreement the amount of assets allocated to the Administrative Agent Trading Advisor by the Managing Owner as set forth on Exhibit A hereto, as such Exhibit A may be amended from time to time (the “Allocated Assets”) on the terms and provisions hereof conditions and for the purposes set forth herein. The Managing Owner may adjust the amount of Allocated Assets once a week during each calendar month. In addition, the Managing Owner also may adjust the Allocated Assets on any Business Day in the event that the Trust receives cumulative subscriptions, exchanges or redemptions of Units during any month in an amount equal to 20% or greater of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf Net Asset Value of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement Series of which the Administrative Agent has actual knowledge acquired proceeds are being invested in connection with the performance of its duties Trading Company as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any most recent calendar month end. This limited power of attorney is a continuing power and all documents (including releases) shall continue in effect with respect to the Collateral Trading Advisor until terminated hereunder. The Trading Advisor shall have sole authority and responsibility for independently directing the rights investment and reinvestment in Commodities of the Secured Parties with respect thereto, as contemplated by and in accordance with Allocated Assets for the provisions term of this Agreement pursuant to the trading programs, methods, systems, strategies which the Trust and the Security DocumentsManaging Owner have selected to be utilized by the Trading Advisor in trading the Allocated Assets as set forth on Exhibit A attached hereto (the “Trading Approach”), subject to the trading policies and limitations as set forth in the Prospectus and attached hereto as Exhibit B (the “Trading Policies and Limitations”), as the same may be modified from time to time and provided in writing to the Trading Advisor. In the event that any party other than the Lenders and the Agents shall participate in all or any The portion of the Collateral pursuant Allocated Assets to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled allocated by the Collateral AgentTrading Advisor at any point in time to one or more of the various trading strategies comprising the Trading Approach will be determined as set forth in the Prospectus or as otherwise agreed to with the Managing Owner, it being understood that trading gains and losses automatically will alter the agreed upon allocations. Upon receipt of a new allocation, the Trading Advisor will determine and, if required, adjust its trading in light of the new allocation.

Appointment. (a) In order to expedite Each Warehouse Facility Secured Party hereby appoints Bank of America as the transactions contemplated by Deal Agent for the Warehouse Facility Secured Parties under and for purposes of this Collateral Agency Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, each Collateral Agent Document and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. Section 4.5 of the Titling Trust Agreement and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) designates Bank of America, N.A. is hereby appointed in its capacity as Deal Agent, as its “Representative Party” for purposes of Section 3.3 of the Intercreditor Agreement. Each Warehouse Facility Secured Party authorizes the Deal Agent to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such LenderWarehouse Facility Secured Party under this Collateral Agency Agreement, assignee each Collateral Document and the Titling Trust Agreement, and, in the absence of other written instructions from the Required Warehouse Lenders received from time to time by the Deal Agent (with respect to which the Deal Agent agrees that it will comply, except as otherwise provided in this Section or Ancillary Lender and as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Deal Agent by the terms and provisions hereof and of the other Loan Documentsthereof, together with such actions and powers as are may be reasonably incidental thereto. The To facilitate the carrying out of the Closed-End Collateral Agent’s duties under this Collateral Agency Agreement, each Warehouse Facility Lender and Warehouse Facility Agent hereby appoints the Deal Agent as its agent and representative to act on its behalf in relation to the Closed-End Collateral Agent and the Closed-End Administrative Agent under this Collateral Agency Agreement, each Collateral Document and the Titling Trust Agreement. The Deal Agent hereby accepts such appointment. Each Warehouse Facility Lender hereby indemnifies (which indemnity shall survive any termination of this Collateral Agency Agreement, any Collateral Document or the Titling Trust Agreement) the Deal Agent and each of its employees and agents, pro rata according to such Warehouse Facility Lender’s Warehouse Facility Lender Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever that may at any time be imposed on, incurred by, or asserted against, the Deal Agent or any employee or agent thereof in any way relating to or arising out of the execution, delivery, enforcement, performance and/or administration of this Collateral Agency Agreement, including reasonable attorneys’ fees and expenses, and as to which the Deal Agent or such agent is hereby expressly authorized not reimbursed by the LendersBorrower; provided, each Ancillary however, that, no Warehouse Facility Lender and each Issuing Bankshall be liable for the payment of any portion of such liabilities, without hereby limiting any implied authorityobligations, (a) to receive on behalf losses, damages, claims, costs or expenses of the Lenders and Deal Agent or any agent thereof that are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the gross negligence or willful misconduct of the Person seeking indemnity. Each Warehouse Facility Lender agrees to make payment of such Issuing Bank all payments of principal of and interest on the Loansamounts upon demand. The Deal Agent shall not be required to take any action under this Collateral Agency Agreement, all payments or to prosecute or defend any suit in respect of L/C Disbursements and all other amounts due this Collateral Agency Agreement, unless it is indemnified under this Collateral Agency Agreement to its reasonable satisfaction. If any indemnity in favor of the Deal Agent shall be or become, in the Deal Agent’s reasonable determination, inadequate, the Deal Agent may call for additional indemnification from the Warehouse Facility Lenders and cease to do the acts indemnified against hereunder until such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentadditional indemnity is given.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender Lenders hereby irrevocably appoints Agent as its agent and authorizes the Administrative Agent to take such actions on behalf its behalf, including execution of such Lenderthe other Loan Documents, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, Agent shall have the Agents are hereby expressly authorized sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent, each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document; (c) make Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) act as collateral agent for Lenders for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein and execute or file any and all documents (including releases) financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Collateral Loan Documents; (e) manage, supervise or otherwise deal with Collateral; (f) exclusively receive, apply, and the rights distribute payments and proceeds of the Secured Parties with respect theretoCollateral as provided in the Loan Documents, (g) open and maintain such bank accounts and cash management arrangements as contemplated by Agent deems necessary and appropriate in accordance with the Loan Documents, (h) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Documents, applicable law or otherwise, including the determination of eligibility of Accounts, the necessity and amount of Reserves and all other determinations and decisions relating to ordinary course administration of the credit facilities contemplated hereunder; and (i) incur and pay such expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents, whether or not any Loan Party is obligated to reimburse Agent or Lenders for such expenses pursuant to the Loan Documents or otherwise. The provisions of this Agreement Article are solely for the benefit of Agent and the Security Documents. In the event that any party other than the Lenders Lenders, and the Agents Loan Parties shall participate not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in all any other Loan Documents (or any portion similar term) with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of the Collateral pursuant any applicable law. Instead, such term is used as a matter of market custom, and is intended to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentcreate or reflect only an administrative relationship between independent contracting parties.

Appointment. (a) In order to expedite the transactions contemplated by this AgreementEach Lender, (i) JPMorgan Chase Swing Line Bank is and LC Issuing Bank hereby appointed designates and appoints Xxxxx Fargo, as Administrative Agent of such Person to act as Administrative Agentspecified herein and the other Loan Documents, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender such Lender, Swing Line Bank and LC Issuing Bank hereby irrevocably authorizes the Administrative Agent to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting Notwithstanding any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due provision to the Lenders contrary elsewhere herein and such Issuing Bank hereunderin the other Loan Documents, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with the performance of its duties as Administrative Agent hereunder; any Lender, Swing Line Bank or LC Issuing Bank and (c) to distribute to each Lender and each Ancillary Lender copies of all noticesno implied covenants, financial statements and other materials delivered by any Borrower pursuant to functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement as received by or any of the other Loan Documents, or shall otherwise exist against the Administrative Agent. Without limiting The provisions of this Section are solely for the generality benefit of the foregoingAdministrative Agent, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to Lenders, the Collateral Swing Line Banks and the LC Issuing Banks and neither the Borrower nor the Parent shall have any rights as a third party beneficiary of the Secured Parties with respect thereto, as contemplated by provisions hereof. In performing its functions and in accordance with the provisions of duties under this Agreement and the Security other Loan Documents. In , the event that any party other than Administrative Agent shall act solely as Administrative Agent of the Lenders Lenders, the Swing Line Banks and the Agents LC Issuing Banks and, does not assume and shall participate in all not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower, the Parent or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agenttheir respective Affiliates.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee Holders and Lenders hereby irrevocably designates and appoints Agent as the administrative agent and collateral agent of any such Holder or such Lender (or the Holders or Lenders represented by it) under this Agreement and the other Transaction Documents for the term hereof (and Agent hereby accepts such appointment), and each Ancillary such Holder and Lender hereby irrevocably authorizes the Administrative Agent to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Transaction Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting Notwithstanding any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement of which or the Administrative other Transaction Documents, the Agent has actual knowledge acquired in connection with the performance of its shall not have any duties as Administrative Agent hereunder; or responsibilities, except those expressly set forth herein and (c) to distribute to each Lender therein, and each Ancillary Lender copies of all noticesno implied covenants, financial statements and other materials delivered by any Borrower pursuant to functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement as received by or the Administrative other Transaction Documents or otherwise exist against the Agent. Without limiting the generality of the foregoing, Agent shall have the Agents are sole and exclusive right and authority (to the exclusion of the Lenders and Holders), and is hereby expressly authorized, to (a) act as the disbursing and collecting agent for the Lenders and Holders with respect to all payments and collections arising in connection with the Transaction Documents (including in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Transaction Document to any Lender or Holder is hereby authorized to execute make such payment to Agent, (b) file and prove claims and file other documents necessary or desirable to allow the claims of the Agent, Lenders and Holders with respect to any Obligation in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (c) act as collateral agent for itself and each Lender and Holder for purposes of the perfection of all Liens created by such agreements and all documents other purposes stated therein, (including releasesd) manage, supervise and otherwise deal with the Collateral, (e) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Transaction Documents, (f) except as may be otherwise specified in any Transaction Document, exercise all remedies given to Agent, the Lenders and the Holders with respect to the Collateral Credit Parties and/or the Collateral, whether under the Transaction Documents, applicable Requirements or otherwise and (g) execute any amendment, consent or waiver under the rights Transaction Documents on behalf of the Secured Parties with respect theretoany Lender or Holder that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender and Holder to act as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than collateral sub-agent for Agent, the Lenders and the Agents Holders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalent Investments held by, such Lender or Holder, and may further authorize and direct the Lenders and the Holders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender and Holder hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. Any reference to the Agent in this Agreement or the other Transaction Documents shall participate be deemed to refer to the Agent solely in all its capacity as Agent and not in its capacity, if any, as a Holder or a Lender. Under the Transaction Documents, Agent (a) is acting solely on behalf of the Agent, Lenders and Holders (except to the limited extent provided in Section 2.9 with respect to the Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Agent”, the terms “agent”, “Agent” and “collateral agent” and similar terms in any Transaction Document to refer to Agent, which terms are used for title purposes only, (b) is not assuming any obligation under any Transaction Document other than as expressly set forth therein or any portion role as agent, fiduciary or trustee of or for any Lender, Holder or any other Person and (c) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Transaction Document, and each Lender and Holder, by accepting the benefits of the Collateral pursuant to the Security Transaction Documents, all rights hereby waives and remedies agrees not to assert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in respect clauses (a) through (c) of such Collateral shall be controlled by the Collateral Agentthis sentence.

Appointment. (a) In order to expedite the transactions contemplated The Company Stockholders, by adopting this Agreement, hereby appoint Xxxx Xxxxx, as agent and attorney-in-fact (ithe “Stockholders’ Representative”) JPMorgan Chase Bank is hereby appointed to act as Administrative Agentfor, Collateral Agent in the name and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders Company Stockholders. The Stockholders’ Representative shall have full power and such Issuing Bank authority to represent all payments of principal of the Company Stockholders and interest on their successors with respect to all matters arising under this Agreement and the Loans, all payments in respect of L/C Disbursements Escrow Agreement and all other amounts due actions taken by the Stockholders’ Representative hereunder and thereunder shall be binding upon all such Company Stockholders and their successors as if expressly confirmed and ratified in writing by each of them and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the Lenders same. The Stockholders’ Representative hereby accepts such appointment. The Stockholders’ Representative shall take any and such Issuing Bank hereunderall actions which he believes are necessary or appropriate under this Agreement and the Escrow Agreement for, in the name and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each the Company Stockholders, as fully as if the Company Stockholders were acting on their own behalf, including executing and delivering the Escrow Agreement as Stockholders’ Representative, giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Stockholders’ Representative or any Company Stockholder, interpreting all of the Lenders terms and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In Escrow Agreement, authorizing payments to be made with respect hereto or thereto, obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the event that any party other than the Lenders Stockholders’ Representative in connection with this Agreement and the Agents shall participate in Escrow Agreement, defending all or any portion of indemnity claims against the Collateral Company Stockholders pursuant to Section 9 (a “Parent Indemnity Claim”), consenting to, compromising or settling all Parent Indemnity Claims, conducting negotiations with Parent and the Security DocumentsParent Indemnitees and agents regarding such claims, all rights dealing with Parent and remedies in respect of such Collateral shall be controlled by the Collateral Agent.Escrow Agent under this Agreement

Appointment. Each Bank hereby irrevocably designates and appoints BTCo, Chase, Citibank and Fuji as Senior Managing Agents (asuch term to include any of the Senior Managing Agents acting as Payments Administrator) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase of such Bank is hereby appointed to act as Administrative Agentspecified herein and in the other Credit Documents, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender such Bank hereby irrevocably authorizes BTCo, Chase, Citibank, Fuji, as the Administrative Agent Senior Managing Agents for such Bank, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent respective Senior Managing Agents by the terms of this Agreement and provisions hereof and of the other Loan Credit Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Each Senior Managing Agent is hereby agrees to act as such upon the express conditions contained in this Section 11. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Senior Managing Agent shall have any duties or responsibilities, except those expressly authorized by set forth herein or in the Lendersother Credit Documents, each Ancillary Lender and each Issuing or any fiduciary relationship with any Bank, without hereby limiting any and no implied authoritycovenants, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loansfunctions, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunderresponsibilities, and promptly to distribute to each Lender duties, obligations or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in liabilities shall be read into this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by or otherwise exist against any Borrower pursuant to this Agreement as received by the Administrative Senior Managing Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the The provisions of this Agreement Section 11 are solely for the benefit of the Senior Managing Agents and the Security DocumentsBanks, and no Credit Party shall have any rights as a third party beneficiary of any of the provisions hereof, provided that Holdings shall have the rights granted to it pursuant to Section 11.09. In the event that any party other than the Lenders performing its functions and the Agents duties under this Agreement, each Senior Managing Agent shall participate in all or any portion act solely as agent of the Collateral pursuant Banks and does not assume and shall not be deemed to the Security Documentshave assumed any obligation or relationship of agency or trust with or for either Credit Party. No Managing Agent, all rights and remedies Lead Manager, Manager or Co-Manager shall have any duties or obligations in respect of its capacity as such Collateral shall be controlled by the Collateral Agentunder this Agreement.

Appointment. Whenever (ai) In the Indenture Trustee shall deem it necessary or prudent in order to expedite conform to any law of any applicable jurisdiction or to make any claim or bring any suit with respect to or in connection with the Indenture Estate, this Indenture, the Facility Lease, the Lessor Notes or any of the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bankthe Operative Documents, (ii) Credit Suisse First Boston acting through its Cayman Islands Branchthe Indenture Trustee shall be advised by counsel, Xxxxxx Commercial Paper Inc. satisfactory to it, that it is so necessary or prudent in the interest of the Noteholders or (iii) a Majority in Interest of Noteholders deems it so necessary or prudent and Deutsche Bank Securities Inc. are each hereby appointed shall have requested in writing the Indenture Trustee to do so, then in any such case the Indenture Trustee shall execute and deliver from time to time all instruments and agreements necessary or proper to constitute another bank or trust company or one or more Persons approved by the Indenture Trustee either to act as a Co-Syndication Agent and (iii) Bank additional trustee or trustees of Americaall or any part of the Indenture Estate, N.A. is hereby appointed jointly with the Indenture Trustee, or to act as Documentation Agent. Each separate trustee or trustees of all or any part of the LendersIndenture Estate, each assignee of in any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise case with such powers as are specifically delegated may be provided in such instruments or agreements, and to vest in such bank, trust company or Person as such additional trustee or separate trustee, as the case may be, any property, title, right or power of the Indenture Trustee deemed necessary or advisable by the Indenture Trustee, subject to the Administrative Agent remaining provisions of this Section 7.2. The Owner Lessor hereby consents to all actions taken by the terms Indenture Trustee under the provisions of this Section 7.2 and provisions hereof agrees, upon the Indenture Trustee's request, to join in and execute, acknowledge and deliver any or all such instruments or agreements; and the Owner Lessor hereby makes, constitutes and appoints the Indenture Trustee its agent and attorney-in-fact for it and in its name, place and stead to execute, acknowledge and deliver any such instrument or agreement in the event that the Owner Lessor shall not itself execute and deliver the same within fifteen (15) days after receipt by it of such request so to do; provided, however, that the Indenture Trustee shall exercise due care in selecting any additional or separate trustee if such additional or separate trustee shall not be a Person possessing trust powers under Applicable Law. If at any time the Indenture Trustee shall deem it no longer necessary or prudent in order to conform to any such law or take any such action or shall be advised by such counsel that it is no longer so necessary or prudent in the interest of the other Loan DocumentsNoteholders or in the event that the Indenture Trustee shall have been requested to do so in writing by a Majority in Interest of Noteholders, together with the Indenture Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any additional trustee or separate trustee. In such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by connection, the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive Indenture Trustee may act on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due Owner Lessor to the Lenders same extent as is provided above. Notwithstanding anything contained to the contrary in this Section 7.2(a), to the extent the laws of any jurisdiction preclude the Indenture Trustee from taking any action hereunder either alone, jointly or through a separate trustee under the direction and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each control of the Lenders and each Indenture Trustee, the Owner Lessor, at the instruction of the Ancillary Lenders Indenture Trustee, shall appoint a separate trustee for such jurisdiction, which separate trustee shall have full power and authority to take all action hereunder as to matters relating to such jurisdiction without the consent of the Indenture Trustee, but not subject to the same limitations in any Event exercise of Default specified in this Agreement of his power and authority as those to which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral AgentIndenture Trustee is subject.

Appointment. (a) In order to expedite The Lenders and the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is Lender Hedge Providers hereby appointed appoint CIBC to act as Administrative Agenttheir agent as herein specified and, Collateral Agent and an Issuing Bankexcept as may be specifically provided to the contrary herein, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the LendersLenders and the Lender Hedge Providers hereby irrevocably authorizes CIBC, each assignee as the agent of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent Hedge Provider, to enter into on its behalf and thereafter take such actions action on its behalf of such Lender, assignee under or Ancillary Lender in connection with the Credit Documents and to exercise such powers thereunder as are specifically delegated to the Administrative Agent by the terms thereof and provisions hereof and of the such other Loan Documents, together with such actions and powers as are reasonably incidental theretothereto which it may be necessary for the Agent to exercise in order that the provisions of the Credit Documents are carried out. The Administrative Lenders and the Lender Hedge Providers hereby acknowledge and agree that the Agent in its capacity as Agent and as Collateral Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf holder of an irrevocable power of attorney from the Lenders and such Issuing Bank all payments the Lender Hedge Providers for the purpose of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each holding any of the Lenders and each of the Ancillary Lenders of Security or any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered security granted by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) Person with respect to the Collateral liabilities of the Borrowers under the Credit Documents, and the rights Agent hereby agrees to act in such capacity. The Agent may perform any of its duties under the Secured Parties with respect thereto, Credit Documents by or through its agents and may delegate its duties to an Affiliate or a Subsidiary. The Lenders and the Lender Hedge Providers hereby acknowledge that CIBC is acting both as contemplated by Agent hereunder and as Collateral Agent in accordance with the provisions terms of this the Intercreditor Agreement and acknowledge that if CIBC perceives any conflict in acting in both such capacities it may resign as Collateral Agent without resigning as Agent hereunder. The Borrowers will not be concerned to inquire whether the Security Documents. In powers which the event that Agent is purporting to exercise have become exercisable or otherwise as to the propriety or regularity of any party other than action on the part of the Agent, and accordingly insofar as the Borrowers are concerned the Agent will for all purposes hereof be deemed to have authority from the Lenders and the Agents shall participate Lender Hedge Providers to exercise the powers and take the actions which are in all or any portion of the Collateral pursuant to the Security Documents, all rights fact exercised and remedies in respect of such Collateral shall be controlled taken by the Collateral Agentit.

Appointment. (a) In order to expedite Each Lender hereby irrevocably designates and appoints the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act Administrative Agent as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank the agent of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender under this Agreement and the other Loan Documents, and each Ancillary such Lender hereby irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. The Administrative Agent is shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) hereby expressly authorized irrevocably appoints and authorizes the Administrative Agent to act as the agent of 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 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 LendersAdministrative Agent pursuant to Article VIII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, each Ancillary Lender or for exercising any rights and each remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VIII and Article IX (including Section 9.05, 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. Each Issuing Bank, without hereby limiting any implied authority, (a) to receive Bank shall act on behalf of the Revolving Facility Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (a) provided to the Administrative Agent in this Article with respect to any acts taken or omissions suffered by such Issuing Bank all payments in connection with Letters of principal Credit issued by it or proposed to be issued by it and documents pertaining to such Letters of and interest on Credit as fully as if the Loans, all payments term “Administrative Agent” as used in respect of L/C Disbursements and all other amounts due to the Lenders and this Article included such Issuing Bank hereunderwith respect to such acts or omissions, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) additionally provided herein with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agenteach Issuing Bank.

Appointment. (a) In order to expedite The Trading Company and the transactions contemplated by this AgreementManaging Owner hereby appoint the Trading Advisor, (i) JPMorgan Chase Bank is and the Trading Advisor hereby appointed to act accepts appointment, as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Cothe Trading Company's limited attorney-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and in-fact to exercise such powers as are specifically delegated discretion to invest and reinvest in Commodities during the term of this Agreement the amount of assets allocated to the Administrative Agent Trading Advisor by the Managing Owner as set forth on Exhibit A hereto, as such Exhibit A may be amended from time to time (the "Allocated Assets") on the terms and provisions hereof conditions and for the purposes set forth herein. The Managing Owner may adjust the amount of Allocated Assets once a week during each calendar month. In addition, the Managing Owner also may adjust the Allocated Assets on any Business Day in the event that the Trust receives cumulative subscriptions, exchanges or redemptions of Units during any month in an amount equal to 20% or greater of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf Net Asset Value of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement Series of which the Administrative Agent has actual knowledge acquired proceeds are being invested in connection with the performance of its duties Trading Company as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any most recent calendar month end. This limited power-of attorney is a continuing power and all documents (including releases) shall continue in effect with respect to the Collateral Trading Advisor until terminated hereunder. The Trading Advisor shall have sole authority and responsibility for independently directing the rights investment and reinvestment in Commodities of the Secured Parties with respect thereto, as contemplated by and in accordance with Allocated Assets for the provisions term of this Agreement pursuant to the trading programs, methods, systems, strategies which the Trust and the Security DocumentsManaging Owner have selected to be utilized by the Trading Advisor in trading the Allocated Assets as set forth on Exhibit A attached here to (the "Trading Approach"), subject to the trading policies and limitations as set forth in the Prospectus and attached hereto as Exhibit B (the "Trading Policies and Limitations"), as the same may be modified from time to time and provided in writing to the Trading Advisor. In the event that any party other than the Lenders and the Agents shall participate in all or any The portion of the Collateral pursuant Allocated Assets to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled allocated by the Collateral AgentTrading Advisor at any point in time to one or more of the various trading strategies comprising the Trading Approach will be determined as set forth in the Prospectus or as otherwise agreed to with the Managing Owner, it being understood that trading gains and losses automatically will alter the agreed upon allocations. Upon receipt of a new allocation, the Trading Advisor will determine and, if required, adjust its trading in light of the new allocation.

Appointment. (a) In order Each Class S Purchaser and each Agent hereby consents and agrees to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each appointment of the LendersAdministrative Agent pursuant to the terms of the Indenture, each assignee of any such Lender and each Ancillary Lender hereby such Class S Purchaser and Agent irrevocably authorizes the Administrative Agent Agent, as the agent for such Class S Purchaser or Agent, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Related Documents and to exercise such powers and perform such duties here under and thereunder as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Related Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Each Class S Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent is hereby for such Purchaser Group as the agent of such Class S Purchaser under this Agreement, and each such Class S Purchaser irrevocably authorizes such Agent, as the agent for such Class S Purchaser, to take such action on its behalf under the provisions of the Related Documents and to exercise such powers and perform such duties thereunder as are expressly authorized delegated to such Agent by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf terms of the Lenders and Related Documents, together with such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due powers as are reasonably incidental thereto. Notwithstanding any provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement of which Agreement, neither the Administrative Agent has actual knowledge acquired in connection nor any Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Class S Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by or any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting To the generality extent that any provision of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) this Article 7 with respect to the Collateral relationship between an Agent and the rights of the Secured Parties Class S Purchasers in its Purchaser Group conflicts with any agreement between such Class S Purchasers and such Agent set forth in any agreement with respect theretoto a Support Facility, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect terms of such Collateral shall be controlled by the Collateral Agentother agreement will control.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender Lenders hereby irrevocably appoints Agent as its agent and authorizes the Administrative Agent to take such actions on behalf its behalf, including execution of such Lenderthe other Loan Documents, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, Agent shall have the Agents are hereby expressly authorized sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent, each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document; (c) make Loans, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) act as collateral agent for Lenders for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein and execute or file any and all documents (including releases) financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Collateral Loan Documents; (e) manage, supervise or otherwise deal with Collateral; (f) exclusively receive, apply, and the rights distribute payments and proceeds of the Secured Parties with respect theretoCollateral as provided in the Loan Documents, (g) open and maintain such bank accounts and cash management arrangements as contemplated by Agent deems necessary and appropriate in accordance with the Loan Documents, (h) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Documents, applicable law or otherwise, including the determination of eligibility of Accounts, the necessity and amount of Reserves and all other determinations and decisions relating to ordinary course administration of the credit facilities contemplated hereunder; and (i) incur and pay such expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents, whether or not any Loan Party is obligated to reimburse Agent or Lenders for such expenses pursuant to the Loan Documents or otherwise. The provisions of this Agreement Article are solely for the benefit of Agent and the Security Documents. In the event that any party other than the Lenders Lenders, and the Agents Loan Parties shall participate not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in all any other Loan Documents (or any portion similar term) with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of the Collateral pursuant any applicable law. Instead, such term is used as a matter of market custom, and is intended to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentcreate or reflect only an administrative relationship between independent contracting parties.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee Holders and Lenders hereby irrevocably designates and appoints Agent as the administrative agent and collateral agent of any such Holder or such Lender (or the Holders or Lenders represented by it) under this Agreement and the other Transaction Documents for the term hereof (and Agent hereby accepts such appointment), and each Ancillary such Holder and Lender hereby irrevocably authorizes the Administrative Agent to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Transaction Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting Notwithstanding any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement of which or the Administrative other Transaction Documents, the Agent has actual knowledge acquired in connection with the performance of its shall not have any duties as Administrative Agent hereunder; or responsibilities, except those expressly set forth herein and (c) to distribute to each Lender therein, and each Ancillary Lender copies of all noticesno implied covenants, financial statements and other materials delivered by any Borrower pursuant to functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement as received by or the Administrative other Transaction Documents or otherwise exist against the Agent. Without limiting the generality of the foregoing, Agent shall have the Agents are sole and exclusive right and authority (to the exclusion of the Lenders and Holders), and is hereby expressly authorized, to (a) act as the disbursing and collecting agent for the Lenders and Holders with respect to all payments and collections arising in connection with the Transaction Documents (including in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Transaction Document to any Lender or Holder is hereby authorized to execute make such payment to Agent, (b) file and prove claims and file other documents necessary or desirable to allow the claims of the Agent, Lenders and Holders with respect to any Obligation in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (c) act as collateral agent for itself and each Lender and Holder for purposes of the perfection of all Liens created by such agreements and all documents other purposes stated therein, (including releasesd) manage, supervise and otherwise deal with the Collateral, (e) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Transaction Documents, (f) except as may be otherwise specified in any Transaction Document, exercise all remedies given to Agent, the Lenders and the Holders with respect to the Collateral Credit Parties and/or the Collateral, whether under the Transaction Documents, applicable Requirements or otherwise and (g) execute any amendment, consent or waiver under the Transaction Documents on behalf of any Lender or Holder that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender and Holder to act as collateral sub-agent for Agent, the Lenders and the rights Holders for purposes of the Secured Parties perfection of all Liens with respect theretoto the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalent Investments held by, such Lender or Holder, and may further authorize and direct the Lenders and the Holders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender and Holder hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. Sections 12.5 and 12.9 shall apply to any collateral sub-agent described in the proviso to the immediately preceding sentence and its Related Parties in connection with their respective actions and activities described therein. Any reference to the Agent in this Agreement or the other Transaction Documents shall be deemed to refer to the Agent solely in its capacity as Agent and not in its capacity, if any, as contemplated by a Holder or a Lender. Under the Transaction Documents, Agent (a) is acting solely on behalf of the Agent, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Lenders and Holders (except to the limited extent provided in accordance Section 2.9 with respect to the provisions Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Agent”, the terms “agent”, “Agent” and “collateral agent” and similar terms in any Transaction Document to refer to Agent, which terms are used for title purposes only, (b) is not assuming any obligation under any Transaction Document other than as expressly set forth therein or any role as agent (except as expressly set forth in this Agreement and the Security other Transaction Documents. In the event that ), fiduciary or trustee of or for any party other than the Lenders and the Agents shall participate in all Lender, Holder or any portion other Person and (c) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Transaction Document, and each Lender and Holder, by accepting the benefits of the Collateral pursuant to the Security Transaction Documents, all rights hereby waives and remedies agrees not to assert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in respect clauses (a) through (c) of such Collateral shall be controlled by the Collateral Agentthis sentence.

Appointment. The Lenders hereby irrevocably designate and appoint Deutsche Bank AG New York Branch as Administrative Agent (afor purposes of this Section 12 and Section 13.01, the term “Administrative Agent” also shall include DBNY in its capacity as Collateral Agent pursuant to the Security Documents) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, specified herein and in the other Credit Documents. The Lenders hereby irrevocably designate and appoint Deutsche Bank AG New York Branch as Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent specified herein and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agentin the other Credit Documents. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to take such actions action on its behalf under the provisions of such Lenderthis Agreement, assignee the other Credit Documents and any other instruments and agreements referred to herein or Ancillary Lender therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms and provisions hereof and thereof and such other powers as are reasonably incidental thereto. Each Lender hereby irrevocably authorizes, each holder of any Note by the acceptance of such Note, and each other Secured Creditor by the acceptance of the other Loan Obligations secured by the Security Documents, together with shall be deemed irrevocably to authorize, the Collateral Agent to take such actions action on its behalf under the provisions of this Agreement and any other instruments and agreements referred to herein and to exercise such powers and to perform such duties hereunder as are specifically delegated or required of the Collateral Agent by the terms hereof and such other powers as are reasonably incidental thereto. The Administrative Lenders hereby authorize the Collateral Agent is hereby expressly authorized by the Lenders(and any sub-agents appointed in accordance with Section 12.13 below), each Ancillary Lender at its option and each Issuing Bankin its sole discretion, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) powers of attorney in favor of US Company and/or its Subsidiaries with respect to the release of Liens on Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and constituting Motor Vehicles which are sold in accordance with the provisions terms of this Agreement the Credit Documents. The Administrative Agent and the Security Documents. In the event that Collateral Agent may perform any party of their respective duties hereunder or under any other than the Lenders and the Agents shall participate in all Credit Document by or any portion of the Collateral pursuant to the Security Documentsthrough its officers, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentdirectors, agents, employees or affiliates.

Appointment. (a) In order Each Subsidiary of the Parent that is or becomes a “Designated Borrower” pursuant to expedite this Section 2.16 hereby irrevocably appoints the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed Borrower Representative to act as Administrative Agent, Collateral Agent its agent for all purposes of or relevant to this Agreement and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions including (i) the giving and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, each Ancillary Lender to any such Designated Borrower hereunder. Each Designated Borrower agrees that (i) the Borrower Representative may execute and each Issuing Bankdeliver all Loan Documents and all other documents, without hereby limiting any implied authority, (a) to receive instruments and certificates contemplated herein and all modifications hereto or thereto on behalf of such Designated Borrower as the Lenders Borrower Representative deems appropriate in its sole discretion and each Designated Borrower shall be obligated by all of the terms of any such Issuing Bank all payments of principal of and interest Loan Document, document, instrument, certificate or modification executed on its behalf, (ii) any notice, demand, consent, acknowledgement, direction, certification or other communication delivered by the LoansAdministrative Agent, all payments in respect of the L/C Disbursements and all other amounts due Issuer or any Lender to the Lenders and such Issuing Bank hereunderBorrower Representative shall be deemed delivered to each Designated Borrower, and promptly to distribute to each Lender any notice or such Issuing Bank its proper share of each payment so received; (b) to give notice communication delivered by the Borrower Representative may be deemed delivered by or on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; Designated Borrower, and (ciii) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting , the generality L/C Issuer and each Lender may accept, and be permitted to rely on, any document, instrument or agreement executed by the Borrower Representative on behalf of any of the foregoingLoan Parties. Any acknowledgment, the Agents are hereby expressly authorized consent, direction, certification or other action which might otherwise be valid or effective only if given to execute any and or taken by all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect theretoBorrowers, as contemplated or by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documentseach Borrower acting singly, all rights and remedies in respect of such Collateral shall be controlled valid and effective if given to or taken only by the Collateral AgentBorrower Representative, whether or not any such other Borrower joins therein.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank MUFG Bank, Ltd. is hereby appointed by the Lender Parties (other than the Administrative Agent) to act as the Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche The Bank Securities Inc. are each of New York Mellon is hereby appointed by the Secured Parties (other than the Collateral Agent) to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation the Collateral Agent. Each Lender Party (on behalf of the Lendersitself in its capacity as a Lender Party and, as applicable, an Interest Rate Hedge Counterparty and, as applicable, its Affiliates in their capacities as an Interest Rate Hedge Counterparty) and each assignee of any such Lender and each Ancillary Lender Party or Affiliate hereby irrevocably authorizes the Administrative Agent and the Collateral Agent to take such actions on behalf of such Lender, Affiliate or assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent or the Collateral Agent, respectively, by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Without limiting the generality of the foregoing, the Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary such Lender Party and each Issuing BankAffiliate, without hereby limiting any implied authority, (ai) to receive on behalf of the Lenders such Lender Party and such Issuing Bank Affiliate all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders such Lender Party and such Issuing Bank Affiliate hereunder, and promptly to distribute to each such Lender or such Issuing Bank Party and Affiliate its proper share of each payment so received; (bii) to give notice on behalf of each of the Lenders such Lender Party and each of the Ancillary Lenders Affiliate of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (ciii) to distribute to each such Lender and each Ancillary Lender Affiliate copies of all notices, financial statements and other materials delivered by any Borrower the Obligor Parties pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agent.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank MUFG Bank, Ltd. is hereby appointed by the Lender Parties (other than the Administrative Agent) to act as the Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche The Bank Securities Inc. are each of New York Mellon is hereby appointed by the Secured Parties (other than the Collateral Agent) to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation the Collateral Agent. Each Lender Party (on behalf of the Lendersitself in its capacity as a Lender Party and, as applicable, an Interest Rate Hedge Counterparty and, as applicable, its Affiliates in their capacities as an Interest Rate Hedge Counterparty) and each assignee of any such Lender and each Ancillary Lender Party or Affiliate hereby irrevocably authorizes the Administrative Agent and the Collateral Agent to take such actions on behalf of such Lender, Affiliate or assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent or the Collateral Agent, respectively, by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Without limiting the generality of the foregoing, the Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary such Lender Party and each Issuing BankAffiliate, without hereby limiting any implied authority, (ai) to receive on behalf of the Lenders such Lender Party and such Issuing Bank Affiliate all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders such Lender Party and such Issuing Bank Affiliate hereunder, and promptly to distribute to each such Lender or such Issuing Bank Party and Affiliate its proper share of each payment so received; (bii) to give notice on behalf of each of the Lenders such Lender Party and each of the Ancillary Lenders Affiliate of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (ciii) to distribute to each such Lender and each Ancillary Lender Affiliate copies of all notices, financial statements and other materials delivered by any Borrower the Loan Parties pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agent.

Appointment. (a) In order Each Class B Purchaser and each Agent hereby consents and agrees to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each appointment of the LendersAdministrative Agent pursuant to the terms of the Indenture, each assignee of any such Lender and each Ancillary Lender hereby such Class B Purchaser and Agent irrevocably authorizes the Administrative Agent Agent, as the agent for such Class B Purchaser or Agent, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Related Documents and to exercise such powers and perform such duties here under and thereunder as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Related Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Each Class B Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent is hereby for such Purchaser Group as the agent of such Class B Purchaser under this Agreement, and each such Class B Purchaser irrevocably authorizes such Agent, as the agent for such Class B Purchaser, to take such action on its behalf under the provisions of the Related Documents and to exercise such powers and perform such duties thereunder as are expressly authorized delegated to such Agent by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf terms of the Lenders and Related Documents, together with such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due powers as are reasonably incidental thereto. Notwithstanding any provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement of which Agreement, neither the Administrative Agent has actual knowledge acquired in connection nor any Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Class B Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by or any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting To the generality extent that any provision of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) this Article 7 with respect to the Collateral relationship between an Agent and the rights of the Secured Parties Class B Purchasers in its Purchaser Group conflicts with any agreement between such Class B Purchasers and such Agent set forth in any agreement with respect theretoto a Support Facility, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect terms of such Collateral shall be controlled by the Collateral Agentother agreement will control.

Appointment. (a) In order to expedite the transactions contemplated by this AgreementEach Lender, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Swingline Lender hereby irrevocably designates and appoints each Agent as the agent of such Lender under the Loan Documents and each such Lender irrevocably authorizes the Administrative Agent each Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender the applicable Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative such Agent by the terms and provisions hereof and of the other applicable Loan Documents, together with such actions and other powers as are reasonably incidental thereto, including the authority to enter into any Intercreditor Agreement, any Increase Supplement, Lender Joinder Agreement and any Extension Amendment. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting Notwithstanding any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due provision to the Lenders and such Issuing Bank hereundercontrary elsewhere in this Agreement, the Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and promptly to distribute to each Lender no implied covenants, functions, responsibilities, duties, obligations or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in liabilities shall be read into this Agreement of which or any other Loan Document or otherwise exist against the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative AgentAgents. Without limiting the generality of the foregoing, the Agents are Lenders hereby expressly authorized irrevocably authorize and instruct each Agent to, without any further consent of any Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify the ABL Intercreditor Agreement and any Junior Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to execute any and all documents be secured by a Lien on the Collateral that is not prohibited (including releases) with respect to priority) under this Agreement and, to the extent applicable, the ABL Intercreditor Agreement, and to subject the Liens on the Collateral and securing the rights Secured Obligations to the provisions thereof. The Lenders irrevocably agree that (x) the Agents may rely exclusively on a certificate of a Responsible Officer of the Secured Parties with respect theretoBorrower as to whether any such other Liens are permitted and (y) the ABL Intercreditor Agreement and any Junior Intercreditor Agreement entered into by either Agent shall be binding on the Lenders, as contemplated by and in accordance with each Lender hereby agrees that it will take no actions contrary to the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral AgentIntercreditor Agreement.

Appointment. (a) In order Broker-Dealer and Agency are authorized under this Agreement with power and authority to expedite select and recommend individuals for appointment as an agent of Protective, and only such individuals so recommended by Broker-Dealer or Agency shall become Licensed Personnel, provided that the transactions contemplated by this Agreementconditions of Section 3 are satisfied. Protective may appoint, (i) JPMorgan Chase Bank is hereby appointed terminate or decline to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of renew the Lenders, each assignee appointment of any such Lender person so designated in Protective’s sole discretion. Initial and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent renewal state appointment fees for Licensed Personnel will be paid by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and Protective in accordance with its then-applicable requirements. Broker-Dealer shall promptly notify Company whenever the provisions of this Agreement association between Broker-Dealer and any Licensed Personnel is terminated for any reason. Agency shall promptly notify Company whenever the association between Agency and any Licensed Personnel is terminated for any reason. Company will designate Broker-Dealer and the Security Documentsapplicable Licensed Personnel as “agent of record” and “broker-dealer of record” on all Registered Contracts issued on applications submitted by Broker-Dealer and such Licensed Personnel. In Broker-Dealer acknowledges and agrees that the event owner(s) of any Registered Contract(s) may request a change in, or termination of, the “agent of record” designated for their Registered Contract(s), and further may request that any party other than another duly licensed person be designated as “agent of record” for their Registered Contract(s). Broker-Dealer further acknowledges and agrees that Company reserves the Lenders right, in its sole discretion, to make the requested change, upon receipt of a valid written request from such owner(s). Company will designate Agency and the Agents shall participate applicable Licensed Personnel as “agency of record” and “agent of record” on all Non-Registered Contracts issued on applications submitted by Agency and such Licensed Personnel. Agency acknowledges and agrees that the owner(s) of any Non-Registered Contract(s) may request a change in, or termination of, the “agent of record” designated for their Non-Registered Contract(s), and further may request that another duly licensed person be designated as “agent of record” for their Non-Registered Contract(s). Agency further acknowledges and agrees that Company reserves the right, in all or any portion its sole discretion, to make the requested change, upon receipt of the Collateral pursuant to the Security Documents, all rights and remedies in respect of a valid written request from such Collateral shall be controlled by the Collateral Agentowner(s).

Appointment. Whenever (ai) In the Lease Indenture Trustee shall deem it ----------- necessary or prudent in order to expedite conform to any law of any applicable jurisdiction or to make any claim or bring any suit with respect to or in connection with the Indenture Estate, this Indenture, the Facility Lease, the Notes or any of the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bankthe Operative Documents, (ii) Credit Suisse First Boston acting through its Cayman Islands Branchthe Lease Indenture Trustee shall be advised by counsel, Xxxxxx Commercial Paper Inc. satisfactory to it, that it is so necessary or prudent in the interest of the Noteholders or (iii) a Majority in Interest of Noteholders deems it so necessary or prudent and Deutsche Bank Securities Inc. are each hereby appointed shall have requested in writing the Lease Indenture Trustee to do so, then in any such case the Lease Indenture Trustee shall execute and deliver from time to time all instruments and agreements necessary or proper to constitute another bank or trust company or one or more Persons approved by the Lease Indenture Trustee either to act as a Co-Syndication Agent and (iii) Bank additional trustee or trustees of Americaall or any part of the Indenture Estate, N.A. is hereby appointed jointly with the Lease Indenture Trustee, or to act as Documentation Agent. Each separate trustee or trustees of all or any part of the LendersIndenture Estate, each assignee of in any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise case with such powers as are specifically delegated may be provided in such instruments or agreements, and to vest in such bank, trust company or Person as such additional trustee or separate trustee, as the case may be, any property, title, right or power of the Lease Indenture Trustee deemed necessary or advisable by the Lease Indenture Trustee, subject to the Administrative Agent remaining provisions of this Section 7.2. The Owner Lessor hereby consents to all actions taken by the terms Lease Indenture Trustee under the provisions of this Section 7.2 and provisions hereof agrees, upon the Lease Indenture Trustee's request, to join in and execute, acknowledge and deliver any or all such instruments or agreements; and the Owner Lessor hereby makes, constitutes and appoints the Lease Indenture Trustee its agent and attorney-in-fact for it and in its name, place and stead to execute, acknowledge and deliver any such instrument or agreement in the event that the Owner Lessor shall not itself execute and deliver the same within fifteen (15) days after receipt by it of such request so to do; provided, however, that the Lease Indenture Trustee shall exercise due care in selecting any additional or separate trustee if such additional or separate trustee shall not be a Person possessing trust powers under Applicable Law. If at any time the Lease Indenture Trustee shall deem it no longer necessary or prudent in order to conform to any such law or take any such action or shall be advised by such counsel that it is no longer so necessary or prudent in the interest of the other Loan DocumentsNoteholders or in the event that the Lease Indenture Trustee shall have been requested to do so in writing by a Majority in Interest of Noteholders, together with the Lease Indenture Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any additional trustee or separate trustee. In such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by connection, the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive Lease Indenture Trustee may act on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due Owner Lessor to the Lenders same extent as is provided above. Notwithstanding anything contained to the contrary in this Section 7.2(a), to the extent the laws of any jurisdiction preclude the Lease Indenture Trustee from taking any action hereunder either alone, jointly or through a separate trustee under the direction and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each control of the Lenders and each Lease Indenture Trustee, the Owner Lessor, at the instruction of the Ancillary Lenders Lease Indenture Trustee, shall appoint a separate trustee for such jurisdiction, which separate trustee shall have full power and authority to take all action hereunder as to matters relating to such jurisdiction without the consent of the Lease Indenture Trustee, but not subject to the same limitations in any Event exercise of Default specified in this Agreement of his power and authority as those to which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral AgentLease Indenture Trustee is subject.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of Lenders (including in any such Lender Lender’s other capacity hereunder) and each Ancillary Lender of the Issuing Banks (each of the foregoing referred to as the “Lenders” for purposes of this Article VII) hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality In furtherance of the foregoing, each Lender on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements or Secured Hedge Agreements hereby appoints and authorizes the Agents are hereby expressly authorized Collateral Agent to execute act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all documents (including releases) with respect Liens on Collateral granted by any of the Loan Parties to the Collateral and the rights secure any of the Secured Parties Obligations, together with respect such powers and discretion as are reasonably incidental thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In this connection, the event that Collateral Agent (and any party other than sub agents appointed by the Lenders and Collateral Agent pursuant hereto for purposes of holding or enforcing any Lien on the Agents shall participate in all Collateral (or any portion of the Collateral pursuant to thereof) granted under the Security Documents, all or for exercising any rights and or remedies in respect thereunder at the direction of such Collateral shall be controlled by the Collateral Agent) shall be entitled to the benefits of this Article VIII as though the Collateral Agent (and any such sub-agents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto. All rights and protections provided to the Administrative Agent here shall also apply to the Collateral Agent. The Person serving as the Administrative Agent and/or Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

Appointment. Each Purchaser hereby irrevocably designates and appoints MUFG Union Bank, N.A., as the First Lien Collateral Agent under this Agreement, the Intercreditor Agreement and the First Lien Security Documents and irrevocably authorizes and directs MUFG Union Bank, N.A., in the capacity of First Lien Collateral Agent, for the benefit of the Secured Parties, to (a) In order to expedite execute, deliver and perform the transactions contemplated by obligations, if any, of the First Lien Collateral Agent under this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agentthe Intercreditor Agreement, Collateral Agent each First Lien Security Document and an Issuing Bankany ancillary documents delivered in connection herewith or therewith, (iib) Credit Suisse take such action on its behalf under the provisions of this Agreement, the Intercreditor Agreement, each First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. Lien Security Document and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent such ancillary documents and (iiic) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative First Lien Collateral Agent by the terms of this Agreement, the Intercreditor Agreement, each First Lien Security Document and provisions hereof and of the other Loan Documents, such ancillary documents together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting Notwithstanding any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement of which or the Administrative Intercreditor Agreement, the First Lien Collateral Agent has actual knowledge acquired shall not have any duties or responsibilities, except those expressly set forth herein, in the Intercreditor Agreement, in the First Lien Security Documents and in such ancillary documents delivered in connection with herewith or therewith, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement, the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all noticesIntercreditor Agreement, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by First Lien Security Document or such ancillary documents, or otherwise exist against the Administrative First Lien Collateral Agent. Without limiting Except as set forth in Section 1.4, Section 12.3(b) and the generality Intercreditor Agreement, the holders of the foregoingSubordinate Notes will have no rights to direct the First Lien Collateral Agent at any time to waive an Event of Default, take any Act of Required Secured Parties (as defined in the Agents are hereby expressly authorized to execute Intercreditor Agreement) or exercise any and all documents (including releases) rights or remedies with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall Event of Default, and the holders of the Subordinate Notes will be controlled bound in all respects by any decisions made or actions taken by the holders of the Senior Notes then outstanding or by the First Lien Collateral AgentAgent at the direction of such holders of the Senior Notes.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender First Lien Secured Parties hereby irrevocably appoints and authorizes the Administrative Controlling Collateral Agent to take such actions on its behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Controlling Collateral Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions powers and powers discretion as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf Each of the Lenders and such Issuing Bank all payments of principal of and interest on First Lien Secured Parties also authorizes the LoansControlling Collateral Agent, all payments in respect of L/C Disbursements and all other amounts due to at the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each request of the Lenders Borrower, to if applicable, execute and each of deliver the Ancillary Lenders of any Event of Default specified Second Lien Intercreditor Agreement in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with capacity as “Designated Senior Representative,” or the performance of its duties as Administrative Agent hereunder; and (c) equivalent agent, however referred to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by for the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the First Lien Secured Parties with respect theretounder such agreement and authorizes the Controlling Collateral Agent, as contemplated by and in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Designated Senior Representative by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under any of the Other Intercreditor Agreements at the direction of the Controlling Collateral Agent, shall be entitled to the benefits of all provisions of this Section 4.02 and Section 12 of the Credit Agreement and the Security Documentsequivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. In Without limiting the event that any party other than the Lenders and the Agents shall participate in all or any portion foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Collateral Agent pursuant to the Security Documentsthis Section 4.02, all rights such cooperation to include execution and remedies in respect delivery of such Collateral shall be controlled notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral AgentAgent to effect such actions, and joining in any action, motion or proceeding initiated by the Controlling Collateral Agent for such purposes.

Appointment. Subject to the terms and conditions stated herein, the Company and each Trust hereby agree that Notes will be sold to or through the Agents. Each of the Company and each Trust agrees that it will not appoint any other agents to act on the Trust’s behalf, or to assist the Trust, in the placement of the Notes; provided, however, that with respect to transactions in which the sales of Notes will be targeted to institutional purchasers under the Institutional Program, the Company and a Trust may enter into arrangements with other agent(s) not a party to this Agreement provided that such agent(s) enter into an agreement with terms substantially identical to those contained herein. Each of the Company and each Trust agrees that it hereby appoints LaSalle Financial Services, Inc. (athe “Lead Retail Agent”) In order and each other institution named on Schedule A-2 hereto (collectively, with the Lead Retail Agent, each, a “Retail Agent”, and, collectively, the “Retail Agents”, which term shall include any additional institution appointed as a Retail Agent pursuant to expedite Section 19 hereof) to act on such Trust’s behalf or to assist such Trust in connection with transactions in which the transactions contemplated by sale of Notes will be targeted to retail purchasers under the Retail Program. For purposes of this Agreement, all references to any Agent shall be deemed to include the Retail Agents, unless the context otherwise requires. Each of the Company and each Trust agrees that it hereby appoints each institution named on Schedule A-3 hereto (i) JPMorgan Chase Bank is hereby each a “Co-Agent” and, collectively, the “Co-Agents”, which term shall include any additional institution appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iiipursuant to section 19 hereof) Bank to solicit offers for the purchase Notes and, on completion of Americasuch solicitations, N.A. is hereby appointed to act as Documentation Agent. Each enter into an agreement with the Lead Retail Agent for the purchase of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental theretoapplicable Notes for resale. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank For all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions purposes of this Agreement and the Security Documents. In Program, each Retail Agent that is also a Co-Agent (each, a “Dual Role Agent”) shall be deemed to be acting at all times as a Retail Agent except in connection with: (i) any purchase of Notes from the event that any party other than Company by such Dual Role Agent as principal, in its capacity as a Co-Agent through the Lenders and the Agents shall participate in all or any portion of the Collateral Lead Retail Agent pursuant to the Security Documents, all rights Section 2(e); and remedies (ii) any placement of Notes through such Dual Role Agent in respect of such Collateral shall be controlled by the Collateral Agentits capacity as a Co-Agent pursuant to Section 2(f).

Appointment. (a) In order to expedite The Purchaser hereby appoints Agent as the transactions contemplated by this Agreementagent and collateral agent for the Holders hereunder and under the other Loan Documents, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender the Holders and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documentsor thereof, together with such actions and powers as are reasonably incidental thereto, including, without limitation, the right of Agent to sign, file or authorize the filing of, and otherwise perform each act necessary in connection with, the release of any lien as a result of any permitted sale, lease, transfer or disposal of assets in accordance with the Loan Documents. Any reference herein to Agent shall include Agent in its capacity as agent and/or collateral agent, as context requires, hereunder and in any Loan Document. The Administrative Purchaser does hereby make, constitute and appoint Agent as the true and lawful attorney-in-fact of each Holder with full powers of substitution and resubstitution for each Holder, and in its name, place and stead, in any and all capacities, to execute for such Holder and on its behalf any document or agreement for which Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) empowered to receive act on behalf of the Lenders such Holder under this Article VIII, granting to Agent full power and authority to do and to perform each act requisite and necessary to be done, as fully to all intents and purposes as such Issuing Bank all payments of principal of and interest on the LoansHolder could do in person, all payments in respect of L/C Disbursements and all other amounts due provided that such power shall be granted only to the Lenders extent necessary to undertake the actions permitted to be done or taken by Agent under this Article VIII and the Loan Documents. The Purchaser hereby authorizes the Agent to take such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice action on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with Holder under the provisions of this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental hereto and thereto. Agent may perform any of its duties hereunder by or through its officers, directors, agents, employees or affiliates. The Agent shall not have, by reason of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security other Loan Documents, all rights and remedies a fiduciary relationship in respect of such Collateral any Holder or the Company, and nothing in this Agreement or any of the other Loan Documents, expressed or implied, is intended to or shall be controlled by so construed as to impose upon Agent any obligations in respect of this Agreement or any of the Collateral Agentother Loan Documents except as expressly set forth herein or therein. The Purchaser hereby accepts the pledges, mortgages and fiduciary assignments created for its benefit under the Security Agreement and empowers Agent to enter into such agreements and act as collateral agent on behalf of and for the benefit of each Holder. The provisions of this Article VIII are solely for the benefit of Agent and each Holder, and neither the Company nor any of its Subsidiaries shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, Agent shall act solely as agent of the Holders and Agent shall not assume and shall not be deemed to have assumed any fiduciary relationship or other obligation or relationship of agency or trust with the Company or any of its Subsidiaries.

Appointment. Subject to the approval of the Board of Trustees of the Trust (a) In order the “Board of Trustees”), Adviser represents and warrants that it has full legal power and authority to expedite enter into this Agreement and to delegate investment advisory services, and hereby appoints Sub-Adviser to provide certain sub-investment advisory services to the transactions contemplated by Funds for the period and on the terms set forth in this Agreement, (i) JPMorgan Chase Bank and the appointment of Sub-Adviser hereunder is hereby appointed permitted by Trust’s and Adviser’s governing documents and has been duly authorized by all necessary corporate or other action. Adviser represents that this Agreement has been duly authorized and will be binding upon Adviser. Sub-Adviser accepts such appointment and agrees to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agentfurnish the services herein set forth for the compensation herein provided. Each For the purposes of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and rules of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by Financial Conducts Authority (the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a“FCA”) to receive on behalf of the Lenders United Kingdom (the “FCA Rules”) and such Issuing Bank all payments of principal of and interest based on the Loans, all payments information obtained in respect of L/C Disbursements the Adviser, the Adviser will be treated by the Sub-Adviser as a professional client. Adviser has the right to request a different categorization at any time from Sub-Adviser. However, Sub-Adviser only provides services to professional clients and all other amounts due will no longer be able to provide services to Adviser in the Lenders event of a request for change of categorization. The Sub-Adviser represents and such Issuing Bank hereunderwarrants that it is authorized and regulated by the FCA, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of 00 Xxx Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX, in the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance conduct of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documentsinvestment business. In the event that any party the Adviser designates one or more funds other than the Lenders Funds with respect to which the Adviser wishes to retain the Sub-Adviser to render investment advisory services hereunder, it shall notify the Sub-Adviser in writing. If the Sub-Adviser is willing to render such services, it shall notify the Adviser in writing, whereupon such fund shall become a Fund hereunder, and be subject to this Agreement, all subject to the Agents shall participate in all or any portion approval of the Collateral pursuant to the Security Documents, all rights and remedies in respect Board of such Collateral shall be controlled by the Collateral AgentTrustees.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank Citicorp North America, Inc. is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing BankCollateral Agent, (ii) Credit Suisse First Boston acting through its Cayman Islands BranchXxxxxx Xxxxxxx Senior Funding, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each is hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A., JPMorgan Chase Bank, N.A., PNC Bank, National Association, The Royal Bank of Scotland plc and Union Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., each is hereby appointed to act as Co-Documentation AgentAgents. Each of the Lenders, Lenders and each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, Lender or assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender Lenders and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by the Borrower or any Borrower of its Restricted Subsidiaries pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are Collateral Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders , and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all such rights and remedies in respect of such Collateral shall be controlled implemented by the Collateral Agent.

Appointment. (a) In order to expedite Each Holder hereby irrevocably appoints the transactions contemplated by this AgreementAgent as its agent hereunder and under the other Transaction Documents, (i) JPMorgan Chase Bank is hereby appointed and to act as Administrative Agent, the Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each on behalf of the LendersHolders hereunder and under the other Transaction Documents, and in each assignee of any such Lender and each Ancillary Lender hereby irrevocably case authorizes the Administrative Agent to take such actions on its behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documentsor thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Any reference herein to the Agent shall include the Agent in its capacity as Agent hereunder and as Collateral Agent under any Transaction Document. Each Holder does hereby make, constitute and appoint the Agent its true and lawful attorney-in-fact with full powers of substitution and resubstitution for such Holder and in its name, place and stead, in any and all capacities, to execute for such Holder and on its behalf any document or agreement for which the Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) empowered to receive act on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the LoansHolder under this Section 13, all payments in respect of L/C Disbursements and all other amounts due granting to the Lenders Agent full power and authority to do and perform each act requisite and necessary to be done, as fully to all intents and purposes as the Holder could do in person, provided that such Issuing Bank hereunderpower shall be granted only to the extent necessary to undertake the actions permitted to be done or taken by the Agent under this Section 13. Each of the Holders hereby irrevocably authorizes, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders Holder of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received Note by the Administrative Agent. Without limiting the generality acceptance of the foregoingsuch Note shall be deemed irrevocably to authorize, the Agents are hereby expressly authorized Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with take such action on their behalf under the provisions of this Agreement Agreement, the other Transaction Documents and the Security Documents. In the event that any party other than the Lenders instruments and the Agents shall participate in all agreements referred to herein or any portion therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled Agent by the Collateral Agent.terms hereof and thereof and such other powers as are reasonably incidental hereto and thereto. The Agent may perform any of its duties hereunder by or through its officers, directors, agents, employees or

Appointment. (a) In order to expedite Each of the transactions contemplated by this AgreementAdministrative Agent (for itself and on behalf of each Lender), (i) JPMorgan Chase Bank is each Secured Debt Representative under any Secured Credit Facility, each Interest Rate Hedge Bank, each Eligible Commodity Hedging Counterparty and each Treasury Services Provider hereby appointed appoints and authorizes the Collateral Trustee to act as Administrative Agent, its Collateral Agent Trustee in accordance with the terms hereof and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each the other Financing Documents. The Collateral Trustee hereby appointed agrees to act in its capacity as a Co-Syndication Agent such upon the express conditions contained herein and (iii) Bank the other Financing Documents, as applicable. In performing its functions and duties hereunder, the Collateral Trustee shall act solely as an agent of Americathe Secured Parties and does not assume and shall not be deemed to have assumed any obligation towards, N.A. is hereby appointed to act as Documentation Agentor relationship of agency or trust with or for, any Loan Party. Each of the LendersAdministrative Agent (for itself and on behalf of each Lender), each assignee of Interest Rate Hedge Bank, each Eligible Commodity Hedging Counterparty, each Secured Debt Representative under any such Lender Secured Credit Facility and each Ancillary Lender Treasury Services Provider hereby irrevocably authorizes the Administrative Agent Collateral Trustee to take such actions action on their behalf of such Lender, assignee or Ancillary Lender and to exercise such powers powers, rights and remedies hereunder and under the other Financing Documents as are specifically delegated or granted to the Administrative Agent Collateral Trustee by the terms and provisions hereof and of the other Loan Documentsthereof, together with such actions powers, rights and powers remedies as are reasonably incidental thereto. The Administrative Agent is hereby Collateral Trustee shall have only those duties and responsibilities that are expressly authorized specified herein and the other Financing Documents. The Collateral Trustee may exercise such powers, rights and remedies and perform such duties by the Lendersor through its agents or employees. The Collateral Trustee shall not have, each Ancillary Lender and each Issuing Bank, without hereby limiting by reason hereof or any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loansother Financing Documents, all payments a fiduciary relationship in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunderany Secured Party, and promptly to distribute to each Lender nothing herein or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each any of the Lenders and each other Financing Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Collateral Trustee any obligations in respect hereof or any of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties other Financing Documents except as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all set forth herein or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agenttherein.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the LendersLenders and the Issuing Bank hereby irrevocably designates and appoints each of the Administrative Agent and the Collateral Agent (for purposes of this Article VIII, each assignee the Administrative Agent and the Collateral Agent are referred to collectively as the "Agents") as the agents of any such Lender under this Agreement and the other Loan Documents, and each Ancillary such Lender hereby irrevocably authorizes the Administrative Agent Agents to take such actions action on behalf of such Lender, assignee Lender or Ancillary Lender the Issuing Bank under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent Agents by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agents. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender Lenders and each the Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such the Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such the Issuing Bank hereunder, and promptly to distribute to each Lender or such the Issuing Bank its proper share of each payment so received; , (b) to give notice on behalf of each of the Lenders and each of to the Ancillary Lenders Borrowers of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent agency hereunder; , and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by the Borrowers or any Borrower other Loan Party pursuant to this Agreement or the other Loan Documents as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agent.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank Xxxxx Fargo is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each Wachovia is hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is and JPMorgan Chase Bank, N.A., are hereby appointed to act as Documentation AgentAgents. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C LC Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agent.

Appointment. You hereby join the Other Purchaser in appointing Phoenix Home Life Mutual Insurance Company as the Collateral Agent (athe "Collateral Agent") In order under each of the Security Agreements and the Pledge Agreements. The Collateral Agent, by executing and delivering a copy of the Note Purchase Agreement accepts such appointment. Upon 30 days prior written notice to expedite the transactions contemplated holders of Notes, the Collateral Agent may resign from its position and responsibilities hereunder and under the Security Agreements and Pledge Agreements. Upon any such notice of resignation, the Required Holders shall appoint a successor Collateral Agent or an institutional trustee under Section 25.4. If a successor collateral Agent or institutional trustee under Section 25.4 shall not have been appointed within said 30 day period, the resigning collateral Agent's resignation shall be postponed until the Required Holders shall have appointed a successor Collateral Agent or institutional trustee under Section 25.4. the resigning Collateral Agent shall, upon receipt of written instructions from the Required Holders, promptly deliver all collateral and Pledged Stock Collateral then in its possession to such successor Collateral Agent or such institutional trustee and shall execute and deliver any and all such further instruments and documents and take such further actions as may be reasonably required by the Required Holders to effect such transfer and shall thereafter be discharged from all of its obligations hereunder and under the other Financing Documents. The collateral Agent shall not be obligated to take any action hereunder, under the Security Agreements, under the Pledge Agreements, under the Intercreditor Agreement or under the other Financing Documents unless directed in writing by the Required Holders and the Collateral Agent may require that a satisfactory indemnity bond be furnished for the reimbursement o fall expenses which it incurs and to protect it against all liability by reason of any action so taken, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct. The Collateral Agent shall not be obligated to follow any such written instructions or to take any such action to the extent that such instructions or actions are, in the good faith judgment of the Collateral Agent, in conflict with any provision of law, this Agreement or the other Financing Documents. The Collateral Agent may execute any of the rights or powers and perform any duty hereunder either directly or through agents or attorney-in-fact. The collateral Agent shall not be responsible for the negligence or misconduct of any Agent or attorney-in-fact selected by it without gross negligence or willful misconduct. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in the Financial Documents to which it is a party. The duties of the Collateral Agent shall be mechanical and administrative in nature and the Collateral Agent shall not have, by reason of this Agreement or any other Financing Agreement to which it is a party, a fiduciary relationship in respect of any holder of Notes. The Collateral Agent shall not be responsible to any holder of Notes for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement, any other Financing document or any document or instrument related hereto (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agentindividually, a "Related Document" and, collectively, the "Related Documents"). Neither the Collateral Agent and an Issuing Banknor any of its officers, directors, employees, agents, investigators, consultants, attorneys-in-fact or affiliates shall be liable to any holder of Notes for any action taken or omitted hereunder or under any Related Document or in connection herewith or hereunder unless, but only to the extent, caused by its or their gross negligence or willful misconduct. If the Collateral Agent shall reject instructions from the holders of Notes with respect to any act or action (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of including the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent failure to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (aan action) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as or any Related Document, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until the Collateral Agent shall have received by instructions from the Administrative AgentRequired Holders and the other conditions set forth in this paragraph in respect thereof have been satisfied. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized Collateral Agent: (a) may consult with legal counsel, independent public accountants, appraisers, and other experts and shall not be liable for any action taken or omitted to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and be taken in good faith in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect advice of such Collateral shall be controlled by the Collateral Agent.counsel, accountants, appraisers, or experts and

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes designates and appoints Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx Xxxxx Bank USA, Royal Bank of Canada, SunTrust Bank, UBS Securities LLC and Xxxxx Fargo Securities, LLC as the Syndication Agents of such Lender under this Amended Agreement and acknowledges that the Syndication Agents, in their respective capacity as such, shall have no duties or liabilities under the Credit Documents. Each Lender hereby irrevocably designates and appoints Xxxxxx Xxxxxxx MUFG Loan Partners, LLC, The Royal Bank of Scotland plc and TD Bank, N.A. as the Documentation Agents of such Lender under this Amended Agreement and acknowledges that the Documentation Agents, in their respective capacity as such, shall have no duties or liabilities under the Credit Documents. Each Lender hereby irrevocably designates and appoints JPMCB as the Administrative Agent under this Amended Agreement and irrevocably authorizes JPMCB as Administrative Agent for such Lender to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender the Credit Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Credit Documents, together with such actions and other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Amended Agreement, none of the Agents shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Credit Documents or otherwise exist against any Agent. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender Borrower and each Issuing Bankother Credit Party acknowledges and agrees that the Agents, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Credit Parties and their respective Affiliates, and neither any Agent nor any Lender has any obligation to disclose any of such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due interests to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion other Credit Party or any of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agent.their respective Affiliates

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is Each Purchaser hereby appointed to act as Administrative Agent, Collateral Agent irrevocably designates and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) appoints Bank of AmericaAmerica National Trust and Savings Association, N.A. is hereby appointed to act as Documentation Agent. Each the Managing Facility Agent of such Purchaser under this Agreement and the Lenders, each assignee of any such Lender other Purchase Documents and each Ancillary Lender hereby such Purchaser irrevocably authorizes Bank of America National Trust and Savings Association, as the Administrative Managing Facility Agent for such Purchaser, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Purchase Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Managing Facility Agent by the terms of this Agreement and provisions hereof and of the other Loan Purchase Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is Each Purchaser hereby expressly authorized by the Lenders, each Ancillary Lender irrevocably designates and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of appoints each of the Lenders Bank of America National Trust and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties Savings Association and UBS AG, Stamford Branch (as successor to Swiss Bank Corporation, Stamford Branch, as successor to Swiss Bank Corporation, New York Branch) as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to under this Agreement as received by and the Administrative Agent. Without limiting other Purchase Documents and to be, or continue to be, jointly or individually, the generality named party or the secured party for the benefit of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) Purchasers with respect to the Collateral Receivables and the rights of related Aircraft and in and on all presently existing or hereafter executed financing statements, assignments and continuation statements, FAA Assignments and other FAA filings and similar filings in foreign jurisdictions and security interests granted under this Agreement or any predecessor agreement (including pursuant to Sections 11.11 and 11.12) relating to the Secured Parties with respect thereto, as contemplated by Receivables and the related Aircraft. Each Administrative Agent shall act solely in accordance with the provisions instructions of the Managing Facility Agent (including pursuant to Sections 11.10, 11.11 and 11.12) which in the case of the Old Administrative Agent shall be deemed to include any action taken by the Managing Facility Agent pursuant to a power of attorney granted by the Old Administrative Agent in favor of the Managing Facility Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Managing Facility Agent and each Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of other Purchase Document or otherwise exist against the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Managing Facility Agent or either Administrative Agent.

Appointment. (a) In order Each member of the Gotham Group hereby irrevocably designates and appoints The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Gotham Agent hereunder and under the other Transaction Documents to expedite which the transactions contemplated Gotham Agent is a party, and authorizes the Gotham Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Gotham Agent by this Agreementthe terms of the Transaction Documents, (i) together with such other powers as are reasonably incidental thereto. Each member of the PARCO Group hereby irrevocably designates and appoints JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston N.A., as PARCO Agent hereunder and under the other Transaction Documents to which the PARCO Agent is a party, and authorizes the PARCO Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the PARCO Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Xxxxxxxx Group hereby irrevocably designates and appoints BNP Paribas, acting through its Cayman Islands New York Branch, Xxxxxx Commercial Paper Inc. as Xxxxxxxx Agent hereunder and Deutsche Bank Securities Inc. under the other Transaction Documents to which the Xxxxxxxx Agent is a party, and authorizes the Xxxxxxxx Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are each expressly delegated to the Xxxxxxxx Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Atlantic Group hereby appointed irrevocably designates and appoints Calyon New York Branch, as Atlantic Agent hereunder and under the other Transaction Documents to act which the Atlantic Agent is a party, and authorizes the Atlantic Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Atlantic Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the CAFCO Group hereby irrevocably designates and appoints Citibank, N.A., as CAFCO Agent hereunder and under the other Transaction Documents to which the CAFCO Agent is a Co-Syndication party, and authorizes the CAFCO Agent to take such action on its behalf under the provisions of the Transaction Documents and (iii) Bank to exercise such powers and perform such duties as are expressly delegated to the CAFCO Agent by the terms of Americathe Transaction Documents, N.A. is hereby appointed to act together with such other powers as Documentation Agentare reasonably incidental thereto. Each of the Lenders, each assignee of any such Lender Lenders and each Ancillary Lender the Co-Agents hereby irrevocably designates and appoints Citicorp North America, Inc. as Administrative Agent hereunder and under the Transaction Documents to which the Administrative Agent is a party, and authorizes the Administrative Agent to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender the Transaction Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Transaction Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting Notwithstanding any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement Agreement, none of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate have any duties or responsibilities, except those expressly set forth in all the Transaction Documents to which it is a party, or any portion of fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the Collateral pursuant to the Security Documents, all rights and remedies in respect part of such Collateral Agent shall be controlled by the Collateral read into any Transaction Document or otherwise exist against such Agent.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Each Purchaser hereby irrevocably designates and appoints U.S. Bank is hereby appointed National Association to act as Administrative AgentAgent for such Purchaser under this Agreement and the other Note Documents, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche U.S. Bank Securities Inc. are each National Association hereby appointed accepts such appointment on the Closing Date subject to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agentthe terms hereof. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender Purchaser hereby irrevocably authorizes the Administrative Agent Agent, in such capacity, though its agents or employees, to take such actions on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Note Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to the Administrative or required of Agent by the terms and provisions hereof and of the thereof and such other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Concurrently herewith, each Purchaser directs Agent and Agent is hereby authorized to enter into the Note Documents and any other related agreements in the forms presented to such Agent. The provisions of this Article XIV are solely for the benefit of Agent and the Purchasers, and no Note Party shall have right as a third party beneficiary of any such provisions. Each Purchaser agrees that in any instance in which this Agreement provides that Agent’s consent may not be unreasonably withheld, provide for the exercise of Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or, by refusing to provide instruction) to Agent withhold its consent or exercise its discretion in an unreasonable manner. It is expressly authorized agreed and acknowledged that Agent is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral. Agent shall not have liability for any failure, inability or unwillingness on the part of any Note Party to provide accurate and complete information on a timely basis to Agent, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on Agent’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof. For purposes of clarity, phrases such as “satisfactory to the Agent,” “approved by Agent,” “acceptable to Agent,” “as determined by Agent,” “in Agent’s discretion,” “selected by the Lenders, each Ancillary Lender Agent,” “elected by Agent,” “requested by Agent,” and each Issuing Bankphrases of similar import (including, without hereby limiting limitation, any implied authority, (aallocations to be determined by the Agent pursuant to Section 2.4(a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender Intercreditor Agreement or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each any actions required of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all noticescollection, financial statements and other materials delivered by any Borrower adjustment or settlement under an insurance policy pursuant to Section 2.5 of the Intercreditor Agreement) that authorize and permit Agent to approve, disapprove, determine, act or decline to act in its discretion shall be subject to Agent’s receiving written direction from the Required Purchasers to take such action or to exercise such rights. Nothing contained in this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized shall require Agent to execute exercise any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentdiscretionary acts.

Appointment. Each Bank hereby irrevocably designates and appoints Scotiabank as Administrative Agent (a) In order such term as used in this Section 11 to expedite the transactions contemplated by this Agreementinclude Scotiabank in its capacity as Collateral Agent), (i) JPMorgan Chase and NationsBank as Syndication Agent, for such Bank is hereby appointed to act as specified herein and in the other Credit Documents, and each such Bank hereby irrevocably authorizes Scotiabank as the Administrative Agent, Collateral Agent and an Issuing NationsBank as Syndication Agent, for such Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent or Syndication Agent or the Agents, as the case may be, by the terms of this Agreement and provisions hereof and of the other Loan Credit Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by and Syndication Agent each agrees to act as such upon the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting express conditions contained in this Section 11. Notwithstanding any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement of which Agreement, neither the Administrative Agent has actual knowledge acquired nor the Syndication Agent shall have any duties or responsibilities, except those expressly set forth herein or in connection the other Credit Documents, or any fiduciary relationship with any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies or Syndication Agent. Provisions of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by Section 11 are solely for the benefit of the Administrative Agent. Without limiting , the generality Syndication Agent and the Banks, and no Credit Party shall have any rights as a third party beneficiary of any of the foregoingprovisions hereof. In performing its functions and duties under this Agreement, the Agents are hereby expressly authorized to execute any Administrative Agent and all documents (including releases) with respect to Syndication Agent each shall act solely as agent of the Collateral Banks and the rights Administrative Agent and Syndication Agent each does not assume and shall not be deemed to have assumed any obligation or relationship of the Secured Parties agency or trust with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that or for any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral AgentCredit Party.

Appointment. (a) In order Cibus and the Sellers hereby agree to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each appointment of the Lenders, each assignee of any such Lender Seller Representative as agent and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions attorney-in-fact for and on behalf of the Sellers. The Seller Representative shall have full power and authority to represent all of the Sellers and their successors with respect to all matters arising under this Agreement and the Intellectual Property Security Agreement, and all actions taken by the Seller Representative hereunder and thereunder shall be binding upon all such LenderSellers as if expressly confirmed and ratified in writing by each of them, assignee and no Sellers shall have the right to object, dissent, protest or Ancillary Lender otherwise contest the same. The Seller Representative shall take any and to exercise such powers all actions that it believes are necessary or appropriate under this Agreement and the Intellectual Property Security Agreement for and on behalf of the Sellers as are specifically delegated to if the Administrative Agent Sellers were acting on their own behalf, including executing the Intellectual Property Security Agreement as the secured party thereunder, giving and receiving any notice or instruction permitted or required under this Agreement or the Intellectual Property Security Agreement by the Seller Representative or any Sellers, interpreting and enforcing all of the terms and provisions hereof of this Agreement and the Intellectual Property Security Agreement, authorizing payments to be made with respect hereto or thereto, defending all indemnity claims against the Sellers pursuant to Section 6.1 of this Agreement (an “Indemnity Claim”), consenting to, compromising or settling all Indemnity Claims, conducting negotiations with Cibus and its agents regarding such claims, dealing with Cibus and the other Loan DocumentsCibus Entities under this Agreement and the Intellectual Property Security Agreement with respect to all matters arising under this Agreement and the Intellectual Property Security Agreement, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting taking any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default actions specified in or contemplated by this Agreement of which to be taken by the Administrative Agent has actual knowledge acquired Sellers and engaging counsel, accountants or other agents in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agentforegoing matters. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized Seller Representative shall have full power and authority to execute any interpret all the terms and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Intellectual Property Security Documents. In the event that Agreement and to consent to any party other than the Lenders and the Agents shall participate in amendment hereof or thereof on behalf of all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral Sellers. The Seller Representative shall be controlled by permitted to communicate with the Collateral AgentSellers, including in electronic form.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is Each Lender hereby appointed designates and appoints Wachovia as Administrative Agent to act as Administrative Agentspecified herein and the other Credit Documents, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent as the agent for such Lender, to take such actions action on its behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with under the provisions of this Agreement and the Security other Credit Documents and to exercise such powers and perform such duties as are expressly delegated by the terms hereof and of the other Credit Documents, together with such other powers as are reasonably incidental thereto, including, without limitation, holding all Collateral and all payments of principal, interest, fees, charges and expenses received pursuant to this Credit Agreement or any other Credit Document for the benefit of the Lenders. In Notwithstanding any provision to the event that contrary elsewhere herein and in the other Credit Documents, the Agent shall not have any party duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other than Credit Documents, or shall otherwise exist against the Agent. The provisions of this Article are solely for the benefit of the Agent and the Lenders and none of the Agents Consolidated Parties shall participate in all have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and do not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrowers or any portion of the Collateral pursuant Consolidated Parties. Without limiting the generality of this Section 13.1, each Lender expressly authorizes the Administrative Agent to determine, subject to the Security Documentsterms of this Credit Agreement, all rights and remedies in respect on behalf of such Collateral Lender whether or not Accounts shall be controlled deemed to constitute Eligible Accounts Receivable or Inventory shall be deemed to constitute Eligible Inventory, to deduct reserves from the Borrowing Base, and to increase and decrease such reserves from time to time. Such authorization may be withdrawn by the Collateral Required Lenders; provided, however, that unless otherwise agreed by the Administrative Agent such withdrawal of authorization shall not become effective until the thirtieth Business Day after receipt of such notice by the Administrative Agent. Thereafter, the Required Lenders shall jointly instruct the Administrative Agent in writing regarding such matters with such frequency as the Required Lenders shall jointly determine.

Appointment. (a) In order The Lenders hereby irrevocably designate and appoint CIT as Administrative Agent and Collateral Agent (for purposes of this Section 12 and Section 13.01, the term “Administrative Agent” also shall include CIT in its capacity as Collateral Agent pursuant to expedite the transactions contemplated by this AgreementSecurity Documents, (ithe Intercreditor Agreements and the other Credit Documents) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent specified herein and an Issuing Bank, (ii) in the other Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. Documents and Deutsche Bank Securities Inc. are each CIT hereby appointed to act as a Co-Syndication Agent accepts such designation and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agentappointment. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to take such actions action on its behalf under the provisions of such Lenderthis Agreement, assignee the other Credit Documents and any other instruments and agreements referred to herein or Ancillary Lender therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms and provisions hereof and of the thereof and such other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized may perform any of its duties and exercise its rights and powers hereunder by the Lendersor through its officers, each Ancillary Lender and each Issuing Bankdirectors, without hereby limiting agents, sub-agents, employees or affiliates. Any sub-agent may perform any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders its duties and such Issuing Bank hereunderexercise its rights and powers by or through its directors, trustees, officers, employees, agents, advisors or affiliates. The exculpatory and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified indemnification provisions contained in this Agreement of which Section 12 shall apply to the Administrative Agent has actual knowledge acquired and any sub-agent and to their respective directors, trustees, officers, employees, agents, advisors and affiliates, and shall apply to their respective activities in connection with the performance syndication of its duties the Loans, as Administrative well as activities as Agent hereunder; or sub-agent, and (c) to distribute to each Lender and each Ancillary Lender copies of all noticesshall apply, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without without limiting the generality of the foregoing, to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. The Agents are hereby expressly authorized to execute shall not be responsible for the negligence or misconduct of any and all documents (including releases) with respect sub-agent except to the Collateral extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the rights selection of the Secured Parties with respect thereto, as contemplated by and in accordance with the such sub-agent. The provisions of this Agreement Section 12 are solely for the benefit of the Agents and the Security Documents. In the event that Lenders, and no Credit Party shall have rights as a third party beneficiary of any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentprovisions.

Appointment. (a) In order to expedite Each Lender hereby irrevocably designates and appoints each of the transactions contemplated by Administrative Agent and the Collateral Agent as agent of such Lender under this Agreement, (i) JPMorgan Chase Bank is Agreement and the other Loan Documents and the Mortgage Trustee as security trustee of such Lender under this Agreement and the other Loan Documents. Each Lender hereby appointed to act as irrevocable authorizes each of the Collateral Agent and the Administrative Agent, Collateral Agent in its capacity as agent, and an Issuing Bankthe Mortgage Trustee, (ii) Credit Suisse First Boston acting in its capacity as security trustee, through its Cayman Islands Branchtheir respective agents or employees, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on their behalf in accordance with the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically delegated expressly designated to the Collateral Agent, the Administrative Agent and/or the Mortgage Trustee, as the case may be, by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental incident thereto. The Administrative Agent is Mortgage Trustee does hereby expressly authorized by declare that it will hold as such trustee in trust for the Lenders, each Ancillary Lender equal and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders proportionate benefit and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf security of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which Secured Parties, the Administrative Agent has actual knowledge acquired in connection with and the performance Collateral Agent, from and after the date of execution and delivery thereof, all of its duties right, title and interest as Administrative Agent hereunder; mortgagee in, to and (c) to distribute to under each Lender and each Ancillary Lender copies of all notices, financial statements Vessel Mortgage and other materials delivered by any Borrower pursuant Collateral pledged to this Agreement it. The Mortgage Trustee hereby accepts the trusts imposed upon it as Mortgage Trustee hereunder, and the Mortgage Trustee covenants and agrees to perform the same as herein expressed and agrees to disburse all monies received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, it in its capacity as contemplated by and such Mortgage Trustee in accordance with the provisions of this Agreement terms hereof and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security other Loan Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agent.

Appointment. Each Lender (aand, if applicable, each other Secured Party) In order to expedite hereby appoints Chicago Atlantic as its Collateral Agent under and for purposes of each Credit Document, and hereby authorizes the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed Collateral Agent to act as Administrative on behalf of such Lender (or if applicable, each other Secured Party) under each Credit Document, and, in the absence of other written instructions from the Lenders pursuant to the terms of the Credit Documents received from time to time by the Collateral Agent, to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof and an Issuing Bankthereof, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act together with such powers as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agentmay be incidental thereto. Each of the LendersLender (and, if applicable, each assignee other Secured Party) hereby appoints Chicago Atlantic as its Administrative Agent under and for purposes of any such Lender each Credit Document and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions act on behalf of such LenderLender (or, assignee or Ancillary Lender and if applicable, each other Secured Party) under each Credit Document and, in the absence of other written instructions from the Lenders pursuant to the terms of the Credit Documents received from time to time by the Administrative Agent, to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms and provisions hereof and of the other Loan Documentsthereof, together with such actions and powers as are reasonably may be incidental thereto. The Each Lender (and, if applicable, each other Secured Party) hereby designates and appoints each Agent as the agent of such Lender. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender or other Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against any Agent. Anything contained in any of the Credit Documents to the contrary notwithstanding, Borrower, the Administrative Agent, the Collateral Agent is and each Secured Party hereby expressly authorized agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Security Agreement or any other Security Documents, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the LendersAgents, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on Secured Parties in accordance with the Loans, all payments in respect of L/C Disbursements terms hereof and all other amounts due to powers, rights and remedies under the Lenders and such Issuing Bank hereunderSecurity Documents may be exercised solely by the Agents, and promptly to distribute to each Lender or such Issuing Bank its proper share (ii) in the event of each payment so received; (b) to give notice on behalf of each a foreclosure by any of the Lenders Agents on any of the Collateral pursuant to a public or private sale or other disposition, any Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties Agent, as Administrative Agent hereunder; agent for and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights representative of the Secured Parties with respect thereto(but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, as contemplated by for the purpose of bidding and in accordance with making settlement or payment of the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations (including Obligations owed to any other Secured Party) as a credit on account of the purchase price for any Collateral payable by such Agent at such sale or other disposition. For the purposes of holding any hypothec granted pursuant to the Security Documentslaws of the Province of Quebec to secure the prompt payment and performance of any and all Obligations by any Credit Party, each of the Lenders (and, if applicable, each other Secured Party) hereby irrevocably appoints and authorizes Collateral Agent and, to the extent necessary, ratifies the appointment and authorization of Collateral Agent, to act as the hypothecary representative of the present and future creditors as contemplated under Article 2692 of the Civil Code of Quebec (in such capacity, the “Hypothecary Representative”), and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Hypothecary Representative under any related deed of hypothec. The Hypothecary Representative shall: (i) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies in given to the Hypothecary Representative pursuant to any such deed of hypothec and applicable law, and (ii) benefit from and be subject to all provisions hereof with respect of to Agents mutatis mutandis, including, without limitation, all such Collateral shall be controlled provisions with respect to the liability or responsibility to and indemnification by the Collateral Lenders and the Credit Parties. Any Person who becomes a Lender (and, if applicable, each other Secured Party) shall, by its execution of an Assignment and Acceptance, be deemed to have consented to and confirmed the Hypothecary Representative as the Person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Lender (and, if applicable, each other Secured Party), all actions taken by the Hypothecary Representative in such capacity. The substitution of Agent pursuant to the provisions of this Section 11 also constitutes the substitution of the Hypothecary Representative. Agent, acting as the Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of Agent in this Agreement, which shall apply mutatis mutandis to Agents acting as Hypothecary Representative.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably designates and appoints the Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent In any foreclosure proceeding concerning any collateral for the Term Notes, each holder of a Term Note if bidding for its own account or for its own account and the accounts of other Lenders is hereby expressly authorized by prohibited from including in the amount of its bid an amount to be applied as a credit against its Term Note or the Term Notes of the other Lenders, instead such holder must bid in cash only. However, in any such foreclosure proceeding, the Agent may (but shall not be obligated to) submit a bid for all Lenders (including itself) in the form of a credit against the Term Notes of all of the Lenders, each Ancillary Lender and each Issuing Bankthe Agent or its designee may (but shall not be obligated to), without with the consent of the Required Lenders, accept title to such collateral for and on behalf of all Lenders. The Lenders hereby limiting any implied authorityempower, (a) to receive authorize and direct the Agent, on behalf of the Lenders Lenders, to execute and such Issuing Bank all payments of principal of and interest on deliver this Agreement, the Loansother Loan Documents, all payments in respect of L/C Disbursements the Intercreditor Agreement and all other amounts due related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each purposes of the Lenders and each of the Ancillary Lenders of Loan Documents. Each Lender agrees that any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received action taken by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and Agent in accordance with the terms of this Agreement, the Intercreditor Agreement or the other Loan Documents, and the exercise by the Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders. Notwithstanding anything herein or in any other Loan Document to the contrary, to the extent there is a conflict between this Agreement and any other Loan Document concerning the provisions of this Section 9, this Agreement shall govern and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentcontrol.

Appointment. (a) In order RBC Capital Markets, Deutsche Bank Securities Inc. and Mizuho Bank, Ltd. are each hereby appointed as Co-Syndication Agents hereunder, and each Lender hereby authorizes each of RBC Capital Markets, Deutsche Bank Securities Inc. and Mizuho Bank, Ltd. to expedite act as Co-Syndication Agents in accordance with the transactions contemplated by this Agreement, (i) JPMorgan Chase terms hereof and the other Loan Documents. Barclays Bank is hereby appointed the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Barclays Bank to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Collateral Agent by in accordance with the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby provisions of this Section 9 (other than as expressly authorized by provided herein) are solely for the Lendersbenefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions of this Section 9 (other than as expressly provided herein). In performing its functions and duties hereunder, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf Agent shall act solely as an agent of the Lenders and such Issuing Bank all payments does not assume and shall not be deemed to have assumed any obligation towards or relationship of principal agency or trust with or for Holdings, the Borrower or any of and interest on the Loansits Subsidiaries. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders Lead Arrangers and the Co-Syndication Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Ancillary Lenders of any Event of Default specified Lead Arrangers and the Co-Syndication Agents shall be entitled to all indemnification and reimbursement rights in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality favor of the foregoing, Agents provided herein and in the Agents are hereby expressly authorized to execute any other Loan Documents and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions other benefits of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral AgentSection 9.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank Bank, N.A. (and its successors and assigns) is hereby appointed to act as Administrative Agent, Collateral Agent and (i) each lending institution set forth in the definition of “Issuing Bank” is hereby appointed to act as an Issuing Bank, (ii) each of HSBC Bank USA, N.A. and Xxxxx Fargo Bank, National Association is hereby appointed to act as a Syndication Agent, (iii) each of Bank of America, N.A., Barclays Bank PLC, Citibank, N.A. Credit Suisse First Boston acting through its AG, Cayman Islands Branch, Xxxxxx Commercial Paper Inc. Branch and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, Lenders and each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, Lender or assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender Lenders and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C LC Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any the Revolving Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting Upon receipt by the generality Administrative Agent of any of the foregoingreports, notices or certificates required to be delivered by the Revolving Borrower under Section 5.01 (other than Section 5.01(f)) or 5.02, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect Administrative Agent shall promptly deliver the such reports, notices or certificates to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral AgentLenders.

Appointment. (a) In order to expedite Each Lender and the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is Issuer hereby appointed designates PNC to act as Administrative Agent, Collateral the Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any for such Lender and each Ancillary the Issuer under this Agreement and the Other Loan Documents, including, without limitation, the 2010 Note Intercreditor Agreement. Each Lender and the Issuer hereby irrevocably authorizes the Administrative Agent to take such actions action on its behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with under the provisions of this Agreement and the Security Other Loan Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and the Agent shall hold all Collateral, payments of principal and interest, fees, charges and collections (without giving effect to any collection days) received pursuant to this Agreement, for the ratable benefit of the Secured Creditors. The Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Notes) the Agent shall not be required to exercise any discretion or take 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 Required Lenders, and such instructions shall be binding; provided, however, that the Agent shall not be required to take any action which exposes the Agent to liability or which is contrary to this Agreement or the Other Loan Documents or applicable law unless the Agent is furnished with an indemnification reasonably satisfactory to the Agent with respect thereto. The Agent shall also act as the “collateral agent” under this Agreement and the Other Loan Documents. In , including, without limitation, the event that any party other than 2010 Note Intercreditor Agreement, and each of the Lenders and the Agents shall participate in Issuer hereby irrevocably appoints and authorizes the Agent to act as the agent of such Lender and Issuer for purposes of entering into the 2010 Note Intercreditor Agreement and for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Agent, as “collateral agent” and any agents or employees appointed by such Agent pursuant to this Section for purposes of holding or enforcing any Lien on the Collateral (or any portion of thereof) granted under this Agreement or the Collateral pursuant to the Security Other Loan Documents, all or for exercising any rights and remedies in respect thereunder at the direction of such Collateral Agent), shall be controlled by entitled to the Collateral Agentbenefits of all provisions of this Article XIII and Article XV as if set forth in full herein with respect thereto.

Appointment. (a) In order to expedite the transactions contemplated by this AgreementEach Lender hereby irrevocably designates and appoints Wilmington Savings Fund Society, (i) JPMorgan Chase Bank is hereby appointed to act FSB as Administrative AgentAgent hereunder and under the other Credit Documents, Collateral Agent as applicable, and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent Agent, in its respective capacity, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Credit Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by provisions of this Section 12 (other than Sections 12.1, 12.9, 12.11 and 12.12 with respect to Holdings) are solely for the benefit of the Agents and the Lenders, each Ancillary Lender and each Issuing Banknone of Holdings, without hereby limiting any implied authority, (a) to receive on behalf Borrower or any other Credit Party shall have rights as third party beneficiary of the Lenders and any such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due provision. Notwithstanding any provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement of which or any other Credit Document, the Administrative Agent has actual knowledge acquired will not have any duties or responsibilities, except those expressly set forth herein or in connection the other Credit Documents, as applicable, or any fiduciary relationship with the performance of its duties as Administrative Agent hereunder; any Lender, and (c) to distribute to each Lender and each Ancillary Lender copies of all noticesno implied covenants, financial statements and other materials delivered by any Borrower pursuant to functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement as received by or any other Credit Document or otherwise exist against the Administrative Agent. Without limiting In performing its functions and duties hereunder, each Agent shall act solely as an agent of 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 any Credit Party or any of their respective Subsidiaries. Each Lender hereby acknowledges that the generality of Lenders may syndicate the foregoingLoans on or after the Closing Date and, in connection with such syndication, the Agents are hereby expressly Administrative Agent is hereby: (a) authorized and directed to execute a syndication escrow agreement and such other documents, in each case as are satisfactory to it and as are presented to it by the Lender Advisor for execution, to facilitate such syndication and take such actions as are set forth therein and (b) the Administrative Agent shall not be liable for any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and actions taken or omitted in accordance with the provisions of this Agreement and the Security Documents. In the event that any party such documents related to such syndication, other than for its gross negligence or willful misconduct as determined in the Lenders and the Agents shall participate in all or any portion final non-appealable judgment of the Collateral pursuant to the Security Documents, all rights and remedies in respect a court of such Collateral shall be controlled by the Collateral Agentcompetent jurisdiction.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is Each Purchaser hereby appointed to act as Administrative Agent, Collateral Agent irrevocably designates and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) appoints Bank of America, N.A. is hereby appointed to act N.A., as Documentation Agent. Each the Managing Facility Agent of such Purchaser under this Agreement and the Lenders, each assignee of any such Lender other Purchase Documents and each Ancillary Lender hereby such Purchaser irrevocably authorizes Bank of America, N.A., as the Administrative Managing Facility Agent for such Purchaser, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Purchase Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Managing Facility Agent by the terms of this Agreement and provisions hereof and of the other Loan Purchase Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is Each Purchaser hereby expressly authorized by the Lenders, each Ancillary Lender irrevocably designates and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of appoints each of the Lenders Bank of America, N.A. and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties UBS AG, Stamford Branch (as successor to Swiss Bank Corporation, Stamford Branch, as successor to Swiss Bank Corporation, New York Branch) as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to under this Agreement as received by and the Administrative Agent. Without limiting other Purchase Documents and to be, or continue to be, jointly or individually, the generality named party or the secured party for the benefit of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) Purchasers with respect to the Collateral Receivables and the rights of related Aircraft and in and on all presently existing or hereafter executed financing statements, assignments and continuation statements, FAA Assignments and other FAA filings and similar filings in foreign jurisdictions and security interests granted under this Agreement or any predecessor agreement (including pursuant to Sections 11.11 and 11.12) relating to the Secured Parties with respect thereto, as contemplated by Receivables and the related Aircraft. Each Administrative Agent shall act solely in accordance with the provisions instructions of the Managing Facility Agent (including pursuant to Sections 11.10, 11.11 and 11.12) which in the case of the Old Administrative Agent shall be deemed to include any action taken by the Managing Facility Agent pursuant to a power of attorney granted by the Old Administrative Agent in favor of the Managing Facility Agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Managing Facility Agent and each Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of other Purchase Document or otherwise exist against the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Managing Facility Agent or either Administrative Agent.

Appointment. (a) In order Each Class C Purchaser and each Agent hereby consents and agrees to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each appointment of the LendersAdministrative Agent pursuant to the terms of the Indenture, each assignee of any such Lender and each Ancillary Lender hereby such Class C Purchaser and Agent irrevocably authorizes the Administrative Agent Agent, as the agent for such Class C Purchaser or Agent, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Related Documents and to exercise such powers and perform such duties here under and thereunder as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Related Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Each Class C Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent is hereby for such Purchaser Group as the agent of such Class C Purchaser under this Agreement, and each such Class C Purchaser irrevocably authorizes such Agent, as the agent for such Class C Purchaser, to take such action on its behalf under the provisions of the Related Documents and to exercise such powers and perform such duties thereunder as are expressly authorized delegated to such Agent by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf terms of the Lenders and Related Documents, together with such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due powers as are reasonably incidental thereto. Notwithstanding any provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement of which Agreement, neither the Administrative Agent has actual knowledge acquired in connection nor any Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Class C Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by or any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting To the generality extent that any provision of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) this Article 7 with respect to the Collateral relationship between an Agent and the rights of the Secured Parties Class C Purchasers in its Purchaser Group conflicts with any agreement between such Class C Purchasers and such Agent set forth in any agreement with respect theretoto a Support Facility, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect terms of such Collateral shall be controlled by the Collateral Agentother agreement will control.

Appointment. On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Placement Agent is hereby appointed the exclusive agent of the Company during the Offering Period (aas defined herein) In for the purpose of finding subscribers for sale of up to $3,000,000 of Units on a "best efforts" basis. The Placement Agent may, in its sole discretion, appoint participating agents to offer and sell the Units as subagents of the Placement Agent (the "Participating Agents") pursuant a certain dealer agreement between the Placement Agent and each Participating Agent ("Dealer Agreement"). A minimum purchase of three Unit per investor is required, unless the Company and Placement Agent agree to allow a minimum purchase of one or two Units per investor, provided, in no case, shall any fractional Units be sold in the Offering. The Placement Agent acknowledges that the Company may limit its acceptance of subscriptions in any manner it deems prudent in order to expedite provide for the transactions contemplated timely use of subscriber funds and may reject any subscription for any reason, and the Placement Agent agrees that any such rejection of a subscription obtained by this Agreement, the Placement Agent or by the Participating Agents shall be deemed not to be a sale made by the Placement Agent or by the Participating Agents. The Placement Agent further acknowledges that (i) JPMorgan Chase all wire transfers of subscription funds will be sent to a segregated account maintained by the Company at Xxxxxx Street State Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank("Segregated Account"), (ii) Credit Suisse First Boston acting through its Cayman Islands Branchall subscribers' checks shall be made payable to and deposited into the Segregated Account, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) all subscribers' check will be transmitted directly to Xxxxxx Street State Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each by noon of the Lendersnext business day after receipt by the Placement Agent or the Participating Agents, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated (iv) all executed subscription documents shall be promptly sent to the Administrative Agent Placement Agent, (v) no funds shall be disbursed from the Segregated Account until such time as the subscription has been accepted by the terms Company and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized approved by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunderPlacement Agent, and promptly to distribute to each Lender or such Issuing (vi) Xxxxxx Street State Bank its proper share of each payment so received; (b) to give notice on behalf of each of shall disburse funds from the Lenders and each of Segregated Account only upon the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received written direction signed by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral Company and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Placement Agent.

Appointment. (a) In order to expedite Each of the transactions contemplated by this Agreement, Lenders hereby (i) JPMorgan Chase Bank is hereby appointed to act removes Citicorp North America, Inc., in its capacity as Administrative Agent, Collateral Agent under all U.S. Security Documents (as defined in the Existing Credit Agreement) and an Issuing Bankthe Sharing Agreement and Citicorp Trustee Company Limited, in its capacity as Collateral Agent under all Euro Security Documents and Sharing Agreement (each as defined in the Existing Credit Agreement), (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed appoints DB to act on its behalf as a Co-Syndication Administrative Agent and U.K. Administrative Agent hereunder, as U.S. Collateral Agent under all U.S. Security Documents and the Sharing Agreement and as Euro Collateral Agent (including, without limitation, in its capacity as security trustee under documents governed by the law of England and Wales) under all Euro Security Documents and the Sharing Agreement and (iii) appoints The Bank of AmericaNova Scotia to act on its behalf as Canadian Administrative Agent (for purposes of this Agreement, N.A. is hereby appointed the term “Administrative Agent” shall include DB in its capacity as U.S. Collateral Agent and Euro Collateral Agent pursuant to the Security Documents) to act as Documentation Agentherein specified herein and in the other Loan Documents. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes and each holder of any Note by the acceptance of such Note shall be deemed to irrevocably authorize Administrative Agent, U.K. Administrative Agent, Canadian Administrative Agent, U.S. Collateral Agent and Euro Collateral Agent to take such action on its behalf under the provisions hereof, the other Loan Documents (including, without limitation, to give notices and take such actions on behalf of such Lenderthe Required Lenders as are consented to in writing by the Required Lenders) and any other instruments, assignee documents and agreements referred to herein or Ancillary Lender therein and to exercise such powers hereunder and thereunder as are specifically delegated to the Administrative Agent, Canadian Administrative Agent, U.K. Administrative Agent, U.S. Collateral Agent or Euro Collateral Agent by the terms and provisions hereof and of the thereof and such other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Each Agent is may perform any of its duties hereunder and under the other Loan Documents, by or through its officers, directors, agents, employees or affiliates. Each Lender hereby expressly authorized by authorizes the LendersCollateral Agents to enter into the U.S. Intercreditor Agreement, each Ancillary Lender the Euro Intercreditor Agreement, the Receivables Intercreditor Agreement, the Sharing Agreement and each Issuing Bank, without hereby limiting any implied authority, (a) to receive Security Document on behalf of such Lender and to exercise its rights and perform its obligations thereunder. Each of the Euro Revolving Lenders, Term B Euro Lenders and such Issuing Bank all payments of principal of and interest on any Lender that advances Term Loans to European Borrower further agrees to supply U.K. Administrative Agent or any person designated by U.K. Administrative Agent with any information required by it in order to calculate the Loans, all payments Mandatory Cost in accordance with Schedule 1.1(b) in respect of L/C Disbursements Eurocurrency Loans denominated in Sterling or Euros. Each Euro Revolving Lender, Term B Euro Lender, Canadian Revolving Lender and all other amounts due any Lender that advances Term Loans to the Lenders European Borrower appoints and such Issuing Bank hereunderdesignates U.K. Administrative Agent or any person designated by U.K. Administrative Agent, and promptly the Canadian Revolving Lenders appoint and designate the Canadian Administrative Agent as the Person holding the power of attorney (“fondé de pouvoir”) within the meaning of Article 2692 of the Civil Code of Quebec for the purposes of the hypothecary security to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of be granted by each of CROWN Metal Packaging Canada LP, CROWN Metal Packaging Canada Inc. and 3079939 Nova Scotia Company/3079939 Compagnie de la Nouvelle Ecosse pursuant to those deeds of hypothec in the Lenders Province of Quebec and, in such capacity, U.K. Administrative Agent and each the Canadian Administrative Agent shall hold the hypothecs granted in the Province of Quebec for the benefit of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Euro Revolving Lenders, Term B Euro Lenders, Canadian Revolving Lender and each Ancillary Lender copies of all notices, financial statements any Lenders that advance Term Loans to European Borrowers and other materials delivered by any Borrower pursuant to this Agreement shall act as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, their “fondé de pouvoir” as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion said Article 2692 of the Civil Code of Quebec in the exercise of the rights conferred thereunder. Each Lender further acknowledges that the first issue of 25% Collateral Demand Mortgage Debentures to be issued pursuant to the Security Documents, all rights and remedies in respect said deeds of hypothec may be purchased from the grantor of such Collateral shall be controlled hypothec by U.K. Administrative Agent and the Collateral Canadian Administrative Agent, as the case may be, by underwriting, purchase, subscription or otherwise notwithstanding the terms of Section 32 of the Act respecting the Special Power of Legal Persons (Quebec).

Appointment. (a) In order Borrower hereby designates and appoints Deutsche Bank Trust Company Americas to expedite the transactions contemplated by act on its behalf as depositary agent and securities intermediary under this Agreement, (i) JPMorgan Chase Bank is hereby appointed and authorizes Depositary to act as Administrative Agentexecute, Collateral Agent deliver and an Issuing Bankperform, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each on behalf of the LendersSecured Parties, each assignee of any such Lender this Agreement and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender the Secured Parties under the provisions hereof and to exercise such powers and authority and perform such duties as are specifically expressly delegated to the Administrative Agent Depositary by the terms of this Agreement and provisions hereof and of the other Loan DocumentsCredit Agreement, together with such actions other powers and powers authority as are reasonably incidental thereto. The Administrative Agent is Depositary hereby expressly authorized by the Lenders, each Ancillary Lender agrees to act as depositary agent and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in securities intermediary with respect of L/C Disbursements and all other amounts due to the Lenders Accounts and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement Agreement. The other parties hereto hereby acknowledge that Depositary shall act as received by the Administrative Agent. Without limiting the generality depositary agent, securities intermediary (as defined in Section 8-102(a)(14)(ii) of the foregoingUCC) and, if applicable, as a bank (as defined in Section 9-102(a)(8) of the Agents are hereby expressly authorized to execute any and all documents (including releasesUCC) with respect to the Accounts and pursuant to this Agreement. Negative Pledge. Depositary hereby agrees that it shall not grant, subject to the terms of this Agreement, any security interests in the financial assets that it is obligated to maintain under this Agreement. Notwithstanding anything to the contrary, Depositary will not be required to comply with the preceding sentence if Depositary is required by a law, rule, regulation or request of a regulatory authority to grant any security interests in the financial assets that Depositary is obligated to maintain under this Agreement, provided that Depositary shall provide the Administrative Agent, the Collateral Agent and Borrower with written notice as soon as Depositary becomes aware of any such law, rule, regulation or request of a regulatory authority that would require Depositary to grant any security interests in the rights financial assets that Depositary is required to maintain under this Agreement. Subject to Section 4.5(b), Depositary hereby waives, to the fullest extent permitted by law, any Lien it may now have or subsequently acquire in respect of any Collateral, any right to apply any Collateral in satisfaction of any claims other than the claims of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Liens granted under the Collateral AgentDocuments, and any right to set off claims against Collateral other than claims of any Secured Party under the Collateral Documents.

Appointment. The Lenders hereby irrevocably designate and appoint Wilmington Trust, National Association as Administrative Agent (afor purposes of this Section 12 and Section 13.01, the term “Administrative Agent” also shall include Wilmington Trust, National Association in its capacity as Collateral Agent under the Security Documents) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as specified herein and in the other Credit Documents and hereby instruct the Administrative AgentAgent to enter into this Agreement and the other Credit Documents, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agentapplicable. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to take such actions action on its behalf under the provisions of such Lenderthis Agreement, assignee the other Credit Documents and any other instruments and agreements referred to herein or Ancillary Lender therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms and provisions hereof and of the thereof and such other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates. Notwithstanding anything herein or in any other Credit Document to the contrary, the Administrative Agent shall not take any discretionary action (other than any such actions of a purely administrative or ministerial nature) or exercise any discretionary powers, including in each case any expressions of satisfaction, except such discretionary actions and powers exercised in the manner directed by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, Required Lenders (a) to receive on behalf or such other number or percentage of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunderas shall be necessary under Section 13.12(a)), and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of in the Lenders and each of the Ancillary Lenders absence of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by such direction shall refrain from taking any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute such discretionary actions or exercising any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentdiscretionary powers.

Appointment. (a) In order The Adviser hereby retains the Subadviser to expedite act as investment adviser for and to manage on a discretionary basis the transactions contemplated by Subadviser Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. The Subadviser acknowledges and agrees that (i) JPMorgan Chase Bank is hereby appointed the Adviser makes no commitment to act allocate any maximum or minimum portion of the Fund’s assets to the Subadviser as Administrative Agent, Collateral Agent and an Issuing Bankthe Subadviser Assets, (ii) Credit Suisse First Boston acting through its Cayman Islands Branchat any time, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated upon written notice to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoingSubadviser, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect theretoAdviser may allocate all, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all none or any portion of the Collateral pursuant Fund’s assets to the Security DocumentsSubadviser, (iii) may reallocate any portion or all rights and remedies in respect of the Subadviser Assets (a) to any other subadviser unaffiliated with the Adviser upon written notice to the Subadviser or (b) to itself or a subadviser affiliated with the Adviser upon 61 days’ written notice to the Subadviser (or such shorter period as may be agreed by the Subadviser after receipt of such Collateral notice) and (iv) subject to written notice to the Subadviser, and, as applicable, the written notice set forth in clause (iii)(b) of this paragraph 1, the Adviser retains authority to immediately assume direct responsibility for any function delegated to the Subadviser under this Agreement. The Subadviser may appoint its affiliate, RBC Global Asset Management (U.S.) Inc., to perform trading and execution services with respect to the Subadviser Assets; provided the Subadviser will not delegate any other function which involves the exercise of discretionary investment management without the consent of the Adviser. Any such delegation or appointment shall be controlled by not limit any liability of the Collateral AgentSubadviser to the Adviser arising hereunder.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Deutsche Bank Trust Company Americas is hereby appointed to act as Administrative Agent, Agent and Collateral Agent and an Issuing a Fronting Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each is hereby appointed to act as a Co-Sole Lead Arranger, Xxxxxxx Xxxxx Xxxxxx Inc. is hereby appointed to act as Syndication Agent and (iii) LaSalle Bank of America, N.A. National Association is hereby appointed to act as Documentation Agent. Each of the Lenders, Lenders and each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent Agents to take such actions on behalf of such Lender, Lender or assignee or Ancillary Lender any Fronting Bank and to exercise such powers as are specifically delegated to the Administrative Agent Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender Lenders and each Issuing Fronting Bank, without hereby limiting any 107 implied authority, (a) to receive on behalf of the Lenders and such Issuing Fronting Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Fronting Bank hereunder, and promptly to distribute to each Lender or such Issuing Fronting Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of to the Ancillary Lenders Borrower of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent agency hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any the Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agent.

Appointment. (a) In order Acting upon authority granted to expedite it by the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments as well as on its own behalf, NetSpend hereby appoints (i) Liberty Tax to provide retail distribution services as set forth in Section 2 of principal this Agreement and (ii) each franchisee of and interest on Liberty Tax that elects to participate in the LoansCard Program (each, all payments a “Franchisee”) by entering into an agreement with Liberty Tax in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; form attached hereto as Exhibit A (bthe “Franchisee Card Program Agreement”) to give notice on behalf of provide retail distribution services as set forth in the applicable Franchisee Card Program Agreement. Liberty Tax shall offer each of its franchisees the Lenders ability to participate in the Card Program and shall cause each of its own retail locations to participate in the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with Card Program. Liberty Tax shall be responsible for the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoingFranchisees under the Franchisee Card Program Agreements, the Agents are hereby expressly authorized and NetSpend may, in its sole discretion, look solely to execute any and all documents (including releases) Liberty Tax with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated any failure by and in accordance any Franchisee to comply with the provisions applicable Franchisee Card Program Agreement. The Parties acknowledge that the Bank Agreement provides that certain terms of Franchisee’s and Liberty Tax’s appointment as agents for the Issuing Bank and as agents for NetSpend shall be governed and administered pursuant to the terms of this Agreement and the Security Documents. In the event Franchisee Card Program Agreements and that any party other than rights and obligations imposed upon either of the Lenders Parties or Franchisee under the Bank Agreement shall be supplemental to and not in lieu of (and shall not supersede) those imposed under this Agreement and the Agents Franchisee Card Program Agreements. It is also acknowledged that, as referenced in the Bank Agreement, the Issuing Bank is a third-party beneficiary of certain rights granted under this Agreement to NetSpend in certain circumstances. Except as otherwise expressly provided in the Bank Agreement, the foregoing limited grant of third party rights to the Issuing Bank under the Bank Agreement shall participate in all or not be deemed to impose upon the Issuing Bank any portion of the Collateral pursuant to obligations of NetSpend under this Agreement, and Liberty Tax agrees that, except as otherwise provided in the Security DocumentsBank Agreement, all rights and remedies in respect its exclusive remedy upon any breach of such Collateral this Agreement by NetSpend shall be controlled to seek redress from NetSpend or its successors in the manner provided by law and this Agreement. To the Collateral Agentextent that Liberty Tax provides Tax Services through its own retail locations or “company-owned stores”, the obligations of a Franchisee under this Agreement shall be deemed to apply to Liberty Tax as if Liberty Tax were a “Franchisee” hereunder. The obligations of all other Franchisees shall be governed exclusively by their respective Franchisee Card Program Agreements. Each retail location of a Franchisee shall be referred to herein as a “Franchisee Location.”

Appointment. (a) In order to expedite Each of the transactions contemplated by this AgreementLenders hereby irrevocably appoints the Agent as its agent hereunder and under the other Loan Documents, (i) JPMorgan Chase Bank is hereby appointed and to act as Administrative Agent, the Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each on behalf of the LendersLenders hereunder and under the other Loan Documents, and in each assignee of any such Lender and each Ancillary Lender hereby irrevocably case authorizes the Administrative Agent to take such actions on its behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documentsor thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Any reference herein to the Agent shall include the Agent in its capacity as Agent hereunder and as Collateral Agent (or fondé de pouvoir where a Security Agreement is governed by the laws of the Province of Québec) under any Loan Document. Each Lender does hereby make, constitute and appoint the Agent its true and lawful attorney-in-fact with full powers of substitution and resubstitution for such Lender and in its name, place and stead, in any and all capacities, to execute for such Lender and on its behalf any document or agreement for which the Agent is empowered to act on behalf of such Lender under this Section 23, granting to the Agent full power and authority to do and perform each act requisite and necessary to be done, as fully to all intents and purposes as the Lender could do in person, provided that such power shall be granted only to the extent necessary to undertake the actions permitted to be done or taken by the Agent under this Section 23. Each of the Lenders hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Agent to take such action on their behalf under the provisions of this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental hereto and thereto. The Agent may perform any of its duties hereunder by or through its officers, directors, agents, employees or affiliates. The Agent shall not have, by reason of this Agreement or any of the other Loan Documents, a fiduciary relationship in respect of any Lender or any Principal Company, and nothing in this Agreement or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Agreement or any of the other Loan Documents except as expressly authorized by set forth herein or therein. Each Lender hereby accepts the pledges, mortgages and fiduciary assignments created for its benefit under the Security Agreements and empowers the Agent to enter into such agreements and act as Collateral Agent on behalf and for the benefit of each Lender. The provisions of this Section 23 are solely for the benefit of the Agent and the Lenders, each Ancillary Lender and each Issuing Bankno Principal Company or any of the Subsidiaries or Affiliates of such Principal Company shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, without hereby limiting any implied authority, (a) to receive on behalf the Agent shall act solely as agent of the Lenders and such Issuing Bank all payments the Agent does not assume and shall not be deemed to have assumed any fiduciary relationship or other obligation or relationship of principal agency or trust with any Principal Company or for any of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender their Subsidiaries or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative AgentAffiliates. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agent.Third Amended & Restated Credit Agreement

Appointment. (a) In order Each Class A-2 Purchaser and each Agent hereby consents and agrees to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each appointment of the LendersAdministrative Agent pursuant to the terms of the Indenture, each assignee of any such Lender and each Ancillary Lender hereby such Class A-2 Purchaser and Agent irrevocably authorizes the Administrative Agent Agent, as the agent for such Class A-2 Purchaser or Agent, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Related Documents and to exercise such powers and perform such duties here under and thereunder as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Related Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Each Class A-2 Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent is hereby for such Purchaser Group as the agent of such Class A-2 Purchaser under this Agreement, and each such Class A-2 Purchaser irrevocably authorizes such Agent, as the agent for such Class A-2 Purchaser, to take such action on its behalf under the provisions of the Related Documents and to exercise such powers and perform such duties thereunder as are expressly authorized delegated to such Agent by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf terms of the Lenders and Related Documents, together with such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due powers as are reasonably incidental thereto. Notwithstanding any provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement of which Agreement, neither the Administrative Agent has actual knowledge acquired in connection nor any Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Class A-2 Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by or any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting To the generality extent that any provision of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) this Article 7 with respect to the Collateral relationship between an Agent and the rights of the Secured Parties Class A-2 Purchasers in its Purchaser Group conflicts with any agreement between such Class A-2 Purchasers and such Agent set forth in any agreement with respect theretoto a Support Facility, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect terms of such Collateral shall be controlled by the Collateral Agentother agreement will control.

Appointment. (a) In order to expedite Each Lender hereby irrevocably designates and appoints the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act Administrative Agent as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank the agent of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender under this Agreement and each Ancillary Lender hereby the other Loan Documents and irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting Notwithstanding any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement of which Agreement, the Administrative Agent has actual knowledge acquired in connection with the performance of its shall not have any duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all noticesor responsibilities, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agentexcept those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Agents are hereby expressly authorized Administrative Agent shall not be subject to execute any fiduciary or other implied duties, regardless of whether a Default has occurred and all documents is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, including releases) with respect any duty to give direction to the Collateral Disbursement Agent under the Disbursement Agreement, except discretionary rights and powers expressly contemplated hereby that the rights Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Secured Lenders as shall be necessary under the circumstances as provided in Section 9.08) (it being understood and agreed that the Administrative Agent shall have the right but not the obligation to request any such direction), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of the other Loan Parties with respect thereto, that is communicated to or obtained by the bank serving as contemplated 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 and in accordance it with the provisions consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement and or any other agreement, instrument or document, or (v) the Security Documents. In the event that satisfaction of any party condition set forth in Article IV or elsewhere herein, other than the Lenders and the Agents shall participate in all or any portion to confirm receipt of the Collateral pursuant items expressly required to be delivered to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Administrative Agent.

Appointment. The Collateral Agent declares that it holds the Collateral on trust for the Secured Parties and will act on any instructions of the Secured Parties given by Majority in Interest. The power of appointment of a new Collateral Agent and trustee to fill any vacancy (following a resignation of the Collateral Agent or otherwise) shall be exercisable by the Majority in Interest and shall be sufficient in all respects to rightfully appoint the Collateral Agent hereunder. Each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) In order to expedite appoint and consent to the transactions contemplated appointment of the Collateral Agent as his agent hereunder, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement or of the Notes against the Corporation or MTIX, the exercise of remedies hereunder or under the Notes and the giving or withholding of any consent or approval hereunder or under the Notes relating to any Collateral or the Corporation or MTIX’s obligations with respect thereto, and to exercise any powers, authorities or discretions on behalf of the Secured Parties in respect of the Notes and this Agreement (including but limited to granting any waiver, time or other indulgence or agreeing to any variation of the obligations of the Corporation or MTIX or restructuring or compromising any of the Obligations or releasing (in whole or in part) any of the security created by this Agreement), (ic) JPMorgan Chase Bank is hereby appointed to act agree that it shall not take any action to enforce any provisions of this Agreement or of the Notes against the Corporation or MTIX, to exercise any remedy hereunder or under the Notes or to give any consents or approvals hereunder or under the Notes except as Administrative expressly provided in this Agreement or in the Notes and (d) to agree to be bound by the terms of this Agreement or the Notes. The appointment of the Collateral Agent shall continue until the death or resignation of the Collateral Agent, at which time a Majority in Interest shall appoint a new Collateral Agent. The Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting may perform any of its duties hereunder or under the Notes by or through its Cayman Islands Branchagents or employees. The Collateral Agent may exercise his powers, Xxxxxx Commercial Paper Inc. authorities and Deutsche Bank Securities Inc. are each hereby appointed discretions (and those of the Secured Parties) at his sole discretion and without any obligation to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agentconsult the Secured Parties. Each of the Lenders, each assignee of any such Lender Secured Parties irrevocably and each Ancillary Lender hereby irrevocably authorizes severally appoints the Administrative Collateral Agent to take such actions on behalf be his attorney, with full power of such Lendersubstitution. The attorney may, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to in the Administrative Agent by the terms and provisions hereof and name of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent Secured Parties (or any of them) do anything which is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender under this section 7.1 or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired is necessary in connection with the performance exercise of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoingrights, powers, authorities or discretions of the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect Collateral Agent in relation to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of under this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentlaw or regulation.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, Each Lender hereby irrevocably appoints and ----------- authorizes (i) JPMorgan Chase Bank is hereby appointed CoBank, as Administrative Agent, to act as Administrative AgentAgent hereunder and under any other Loan Document with such powers as are specifically delegated to Administrative Agent by the terms of this Agreement and any other Loan Document, Collateral Agent and an Issuing Banktogether with such other powers as are reasonably incidental thereto, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) The Bank of AmericaNew York, N.A. is hereby appointed as Documentation Agent, to act as Documentation Agent. Each of the Lenders, each assignee of Agent hereunder and under any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise other Loan Document with such powers as are specifically delegated to the Administrative Documentation Agent by the terms of this Agreement and provisions hereof and of the any other Loan DocumentsDocument, together with such actions other powers as are reasonably incidental thereto, and (iii) First Union Capital Markets Corp., as Syndication Agent, to act as Syndication Agent hereunder and under any other Loan Document with such powers as are specifically delegated to the Syndication Agent by the terms of this Agreement and any other Loan Document, together with such other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lendersand empowered to amend, each Ancillary Lender and each Issuing Bank, without hereby limiting modify or waive any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement or the other Loan Documents on behalf of Lenders subject to the requirement that the consent of certain Lenders be obtained in certain instances as provided in Subsections 8.3 and 9.2. CoBank hereby agrees to act as Administrative Agent on the Security Documentsexpress conditions contained in this Subsection 8.2. The provisions of this Subsection 8.2 are solely for the benefit of Agents and Lenders, and Borrower shall have no rights as a third party beneficiary of any of the provisions hereof. In the event that any party other than the performing its functions and duties under this Agreement, Agent shall act solely as an agent of Lenders and the Agents does not assume and shall participate in all not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrower. Administrative Agent may execute any of its duties under this Agreement or any portion other Loan Document by or through agents or attorneys-in-fact and shall not be responsible for the negligence or misconduct of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentany agents or attorneys-in-fact that it selects with reasonable care.

Appointment. (a) In order to expedite Each Lender hereby irrevocably designates and appoints the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act Administrative Agent as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank the agent of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender under this Agreement and the other Loan Documents, and each Ancillary such Lender hereby irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Each Lender and each Issuing Bank, without hereby limiting any implied authority, (a) irrevocably designates and appoints the Agents as the agents of such Lender to receive enter into and execute, on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loansits behalf, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereundera Sharing Agreement, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) hereby authorizes and consents to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection acting under and with the performance of its duties as Administrative Agent hereunder; respect to any such Sharing Agreement, and (c) agrees to distribute to each be bound by the terms of such Sharing Agreement. Each Multicurrency Lender hereby irrevocably designates and appoints the Multicurrency Administrative Agent as the agent of such Multicurrency Lender under this Agreement and the other Loan Documents, and each Ancillary such Multicurrency Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by irrevocably authorizes the Multicurrency Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized in such capacity, to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with take such action on its behalf under the provisions of this Agreement and the Security Documents. In other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the event that any party other than Multicurrency Administrative Agent by the Lenders terms of this Agreement and the Agents other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor the Multicurrency Administrative Agent shall participate in all have any duties or responsibilities, except those expressly set forth herein, or any portion of the Collateral pursuant to the Security Documentsfiduciary relationship with any Lender, all rights Multicurrency Lender and remedies in respect of such Collateral no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be controlled by read into this Agreement or any other Loan Document or otherwise exist against the Collateral Administrative Agent or the Multicurrency Administrative Agent.

Appointment. Each Lender (aand each subsequent holder of any Note by its acceptance thereof) In order to expedite the transactions contemplated by this Agreementhereby irrevocably appoints and authorizes CIT, in its capacity as Agent (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments each Lender any payment of principal of and or interest on the Loans, all payments in respect of L/C Disbursements Notes outstanding hereunder and all other amounts due to accrued hereunder for the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each account of the Lenders and paid to the Agent, and, subject to Section 2.03 hereof, to distribute promptly to each Lender its pro rata share of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and all payments so received, (cii) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements material notices and other materials delivered by any Borrower pursuant to this Agreement as agreements received by the Administrative Agent and not required to be delivered to each Lender pursuant to the terms of this Agreement, provided that the Agent shall not have any liability to the Lenders for the Agent. Without limiting 's inadvertent failure to distribute any such notice or agreements to the generality Lenders, and (iii) subject to Section 10.03 hereof, to take such action as the Agent deems appropriate on its behalf to administer the Loans, Letters of Credit and the foregoingLoan Documents and to exercise such other powers delegated to the Agent by the terms hereof or the Loan Documents (including, without limitation, the Agents are hereby expressly authorized power to execute any give or to refuse to give notices, waivers, consents, approvals and all documents (including releases) with respect to the Collateral instructions and the rights of power to make or to refuse to make determinations and calculations) together with such powers as are reasonably incidental thereto to carry out the Secured Parties with respect thereto, as contemplated purposes hereof and thereof. As to any matters not expressly provided for by and in accordance with the provisions of this Agreement and the Security Documents. In other Loan Documents (including, without limitation, enforcement or collection of the event that Notes), the Agent shall not be required to exercise any party other than discretion or take 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 Majority Lenders, and such instructions of the Majority Lenders shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agents Letter of Credit Issuer shall participate not be required to refuse to honor a drawing under any Letter of Credit and the Agent shall not be required to take any action which, in all the reasonable opinion of the Agent, exposes the Agent to liability or which is contrary to this Agreement or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral AgentLoan Document or applicable law.

Appointment. (a) In order Each Class A-1 Purchaser and each Agent hereby consents and agrees to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each appointment of the LendersAdministrative Agent pursuant to the terms of the Indenture, each assignee of any such Lender and each Ancillary Lender hereby such Class A-1 Purchaser and Agent irrevocably authorizes the Administrative Agent Agent, as the agent for such Class A-1 Purchaser or Agent, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Related Documents and to exercise such powers and perform such duties here under and thereunder as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Related Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Each Class A-1 Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent is hereby for such Purchaser Group as the agent of such Class A-1 Purchaser under this Agreement, and each such Class A-1 Purchaser irrevocably authorizes such Agent, as the agent for such Class A-1 Purchaser, to take such action on its behalf under the provisions of the Related Documents and to exercise such powers and perform such duties thereunder as are expressly authorized delegated to such Agent by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf terms of the Lenders and Related Documents, together with such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due powers as are reasonably incidental thereto. Notwithstanding any provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement of which Agreement, neither the Administrative Agent has actual knowledge acquired in connection nor any Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Class A-1 Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by or any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting To the generality extent that any provision of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) this Article 7 with respect to the Collateral relationship between an Agent and the rights of the Secured Parties Class A-1 Purchasers in its Purchaser Group conflicts with any agreement between such Class A-1 Purchasers and such Agent set forth in any agreement with respect theretoto a Support Facility, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect terms of such Collateral shall be controlled by the Collateral Agentother agreement will control.

Appointment. Subject to the terms and conditions hereof, the Lessor hereby irrevocably designates and appoints the Construction Agent as its exclusive agent and as general contractor, and the Construction Agent accepts such appointment, in connection with the acquisition from time to time of the Properties (aprovided, title to the Properties shall be held in the name of the Lessor) In order and the development, acquisition, installation and construction on the Land and testing of the Improvements, the Equipment and the other components of the Properties substantially in accordance with the Plans and Specifications, and pursuant to expedite the transactions contemplated by this terms of the Operative Agreements. Notwithstanding any provisions hereof or in any other Operative Agreement to the contrary, the Construction Agent acknowledges and agrees that the Lessor shall advance no more than the sum of the aggregate Commitment of the Lenders plus the aggregate amount of the Holder Commitments of the Holders in regard to the Properties (including without limitation for any and all Advances in the aggregate from the Lenders under the Credit Agreement and from the Holders under the Trust Agreement). After the Construction Agent gains knowledge or a reasonable expectation that the costs for any Property shall exceed the original Construction Budget (or exceed any Construction Budget modified in accordance with the Operative Agreements) for such Property or that Completion for any Property shall not occur on or prior to the Construction Period Termination Date, the Construction Agent shall promptly (and in any event within ten (10) days of gaining such knowledge or expectation) notify the Agent in writing of the same. If at any time prior to the Construction Period Termination Date, the Lessor or the Agent shall have (x) determined in its respective reasonable good faith judgment that (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent the sum of the Available Commitments and an Issuing Bank, the Available Holder Commitments shall be less than the amounts necessary for Completion of all Properties or (ii) Credit Suisse First Boston acting through its Cayman Islands BranchCompletion of one or more Properties shall not occur on or prior to the Construction Period Termination Date or (y) received any notice from the Construction Agent as referenced in the preceding provisions of this paragraph, Xxxxxx Commercial Paper Inc. then in any such case Lessor shall have the option (at the direction of the Agent with the consent of the Majority Secured Parties) to replace the Construction Agent with a new construction agent selected by the Lessor (at the direction of the Agent) to finalize the Completion of the Properties. The additional cost and Deutsche Bank Securities Inc. are each hereby appointed expense incurred to act finalize the Completion of the Properties as a Co-Syndication referenced in the preceding sentence shall be the responsibility of the Construction Agent and shall be payable by the Construction Agent as incurred upon five (iii5) Bank of Americadays written notice from Lessor; provided, N.A. is hereby appointed to act as Documentation Agent. Each in no event shall the obligations of the LendersConstruction Agent for such costs and expenses exceed the Maximum Amount; provided, each assignee further, amounts expended by the Lessor to finalize the Completion of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers Properties as are specifically delegated referenced in the preceding sentence shall be added to the Administrative Property Cost. Costs in excess of each original Construction Budget (or any Construction Budget modified in accordance with the Operative Agreements) in each case as previously delivered to the Agent by for each Property shall not be the terms and provisions hereof and responsibility of the other Loan Documents, together with such actions and powers Construction Agent but instead shall be advanced as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized Property Costs by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and the Holders to the extent, but only to the extent, that (after taking into account such Issuing Bank all payments excess costs and any other items of principal excess cost which are then known to the Construction Agent or are reasonable for the Construction Agent to expect) the conditions precedent set forth in Section 5.4 of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due Participation Agreement are satisfied. Subject to the Lenders and such Issuing Bank hereunder, and promptly the Holders not agreeing to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and continue making Advances in accordance with the provisions of this Agreement the next paragraph and unless the Security Documents. In Lessor has replaced the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral Construction Agent with a new construction agent pursuant to the Security Documentsearlier provisions of this Section 2.1, all rights in the event from time to time (a) the Construction Agent gains knowledge or a reasonable expectation that the costs for any Property shall exceed the original Construction Budget (or exceed any Construction Budget modified in accordance with the Operative Agreements) or that Completion for any Property shall not occur on or prior to the Construction Period Termination Date or (b) the Lessor or the Agent shall have determined in its respective reasonable good faith judgment that the sum of the Available Commitments and remedies in respect of such Collateral the Available Holder Commitments shall be controlled by less than the Collateral amounts necessary for Completion of all Properties or that Completion of one or more Properties shall not occur on prior to the Construction Period Termination Date, the Construction Agent shall elect and comply (within ten (10) days of the Construction Agent gaining such knowledge or expectation or within ten (10) days of the Lessor or the Agent making such determination and giving written notice of the same to the Construction Agent., as referenced in subsections (a) and (b) above of this paragraph) with one of the

Appointment. (a) In order With respect to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent Tranche I Notes and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the LendersSanmina Notes, each assignee of any such Lender and each Ancillary Lender Purchaser hereby irrevocably authorizes appoints PS Capital LLC as agent and attorney-in-fact (the Administrative Agent to take such actions on behalf of such Lender"AGENT"), assignee or Ancillary Lender for and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each such Purchaser, and Agent is irrevocably authorized and empowered to (i) enter into the security agreement with respect to the Tranche I Notes ("TRANCHE I SECURITY AGREEMENT") for the pro rata benefit of holders of the Lenders Tranche I Notes ("TRANCHE I HOLDERS") and each enter into the security agreement with respect to the Sanmina Notes ("SANMINA SECURITY AGREEMENT") for the pro rata benefit of holders of the Ancillary Lenders Sanmina Notes ("SANMINA HOLDERS"); hold the Collateral as defined in the Tranche I Security Agreement ("TRANCHE I COLLATERAL") for the pro rata benefit of any Event the Tranche I Holders, and to hold the Collateral (as defined in the Sanmina Security Agreement ("SANMINA COLLATERAL")) for the pro rata benefit of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with Sanmina Holders; (ii) exercise such authority, rights, powers, and duties hereunder as specifically are delegated to and accepted by the performance of its duties as Administrative Agent hereunder; and (ciii) take such other action in connection with the foregoing as the Tranche I Holders and the Sanmina Holders, respectively, may from time to distribute to time direct in accordance with the terms and conditions of this Agreement, the Tranche I Notes and the Tranche I Security Agreement, and the Sanmina Notes and the Sanmina Security Agreement, respectively. (For purposes of this Section 13: each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoingTranche I Holders and the Sanmina Holders shall be referred to as a "HOLDER"; each of the Tranche I Collateral and the Sanmina Collateral shall be referred to as the "COLLATERAL"; each of the Tranche I Notes and the Sanmina Notes shall be referred to as a "NOTE"; each of the Tranche I Security Agreement and the Sanmina Security Agreement shall be referred to as a "SECURITY AGREEMENT"; and, "REQUIRED HOLDERS" shall mean, with respect to either the Agents are Tranche I Notes or the Sanmina Notes, at any time, holders of such Notes having more than 50% of the outstanding unpaid principal amounts thereunder.) PS Capital LLC hereby expressly authorized to execute any and all documents (including releases) accepts its appointment as Agent with respect to the Notes, the Collateral and the rights Security Agreements and agrees to perform the duties of the Secured Parties with respect theretoAgent specified herein, as contemplated by and therein, respectively and to exercise the powers granted hereby and thereby, in either case in accordance with the provisions of this Agreement and terms hereof or thereof, as the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentcase may be.

Appointment. (a) In order to expedite Each Lender hereby irrevocably designates and appoints the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act Administrative Agent as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank the agent of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender under this Agreement and the other Loan Documents, and each Ancillary such Lender hereby irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, each Lender hereby authorizes the Agents are hereby expressly authorized Administrative Agent to execute enter into or accept each Security Document and any Intercreditor Agreement, other intercreditor arrangements or collateral trust arrangements contemplated by this Agreement on behalf of and all documents (including releases) for the benefit of the Lenders and the other Secured Parties named therein and agrees to be bound by the terms of each Security Document and any Intercreditor Agreement and other agreements or documents. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy with respect to any Collateral against the Collateral and Borrower or any other Loan Party or any other obligor under any of the Loan Documents, the Specified Swap Agreements or any document relating to Cash Management Obligations (including, in each case, the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of the Secured Parties self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect theretoto any Collateral of the Borrower or any other Loan Party, as contemplated by and in accordance with without the provisions prior written consent of this Agreement and the Security DocumentsAdministrative Agent. In the event that of a foreclosure by the Administrative Agent on any party other than of the Collateral pursuant to a public or private sale or a sale of any of the Collateral pursuant to Section 363 of the Bankruptcy Code, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, with the consent or at the direction of the Required Lenders, for the purpose of bidding and making settlement or payment of the Agents shall participate in purchase price for all or any portion of the Collateral pursuant sold at any such sale, to use and apply any of the Security Documents, all rights and remedies in respect Obligations as a credit on account of such the purchase price for any Collateral shall be controlled payable by the Collateral AgentAdministrative Agent at such sale.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender Second Lien Secured Parties hereby irrevocably appoints and authorizes the Administrative Controlling Collateral Agent to take such actions on its behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Controlling Collateral Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions powers and powers discretion as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf Each of the Lenders and such Issuing Bank all payments of principal of and interest on Second Lien Secured Parties also authorizes the LoansControlling Collateral Agent, all payments in respect of L/C Disbursements and all other amounts due to at the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each request of the Lenders Borrower, to if applicable, execute and each of deliver the Ancillary Lenders of any Event of Default specified Second Lien Intercreditor Agreement in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with capacity as “Designated Senior Representative,” or the performance of its duties as Administrative Agent hereunder; and (c) equivalent agent, however referred to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by for the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Second Lien Secured Parties with respect theretounder such agreement and authorizes the Controlling Collateral Agent, as contemplated by and in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Designated Senior Representative by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent pursuant to the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the Second Lien Security Documents, or for exercising any rights and remedies thereunder or under any of the Other Intercreditor Agreements at the direction of the Controlling Collateral Agent, shall be entitled to the benefits of all provisions of this Section 4.02 and Section 12 of the Credit Agreement and the Security Documentsequivalent provision of any Additional Second Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. In Without limiting the event that any party other than the Lenders and the Agents shall participate in all or any portion foregoing, each of the Second Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Collateral Agent pursuant to the Security Documentsthis Section 4.02, all rights such cooperation to include execution and remedies in respect delivery of such Collateral shall be controlled notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral AgentAgent to effect such actions, and joining in any action, motion or proceeding initiated by the Controlling Collateral Agent for such purposes.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank DBNY is hereby appointed to act as Administrative Agent (with each reference in this Article to Administrative Agent to include DBNY in its capacity as Collateral Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent). Each of the Lenders, Lenders and each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, Lender or assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the LoansTerm Loan Cs, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any the Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, foregoing (i) the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties Lender with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security DocumentsDocuments and (ii) in particular, DBNY as Administrative Agent or Collateral Agent is hereby expressly authorized to execute the Bidco Pledges and any and all other documents (including releases) with respect to the Collateral thereunder and the rights of the Pledgees thereunder with respect thereto in the name of and on behalf of the Lenders as their attorney-in-fact (and each Lender appoints DBNY as such Lender's attorney-in-fact for such purposes and DBNY is hereby released from the restrictions imposed by Section 181 of the German Civil Code (BGB)) as contemplated by and in accordance with the provisions of this Agreement and the Bidco Pledges. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral (under the Bidco Pledges) pursuant to the Security DocumentsBidco Pledges, all rights and remedies in respect of such Collateral shall be controlled by the Administrative Agent and the Collateral AgentAgent as set forth in the Bidco Pledges. No Person that is not an Agent shall have any duties or responsibilities under this Agreement.

Appointment. Subject to the terms and conditions set forth herein, Seller appoints Buyer as its exclusive distributor in the United States of all products of Seller set forth on Exhibit A (the “Products”), and Buyer accepts such appointment. Buyer shall have the right (i) to market, distribute and sell the Products on an exclusive basis in the United States except for the following specialties and markets—hospitals, dermatology, plastic surgery, spa, medispa (any spa employing a medical director), electrology, government organizations, rental companies, third-party resellers and/or Candela Franchise Customers (as defined below) (the restricted area and markets shall be referred to as the “Restricted Territory” and the permitted area and markets of distribution for Buyer shall be referred to as the “Territory”) and (ii) to distribute and sell the Products on a non-exclusive basis in the United States within the Restricted Territory to Buyer’s customers (unless such customers are existing customers of Seller or have already engaged in the sales process with Seller in the previous twelve (12) month period, including but not limited to having expressed interest in Seller’s Product, received a Product demonstration, requested a purchase proposal, received a purchase proposal or quotation from Seller or issued a purchase order) upon Seller’s prior written consent. Seller agrees that it shall not sell, lease, market or otherwise distribute the Products to any person or entity other than Buyer (including directly to end-user customers) within the Territory other than to market the Products within the Territory on Buyer’s behalf as described in this Agreement. Such exclusive appointment shall be in effect for a period of three (3) years following the Effective Date (the “Term”) and shall continue automatically in effect for successive terms of one (1) year each until terminated pursuant to the terms of this Agreement or unless either party provides at least ninety (90) days prior written notice to the other party prior to the end of the then current term of its election to terminate the Agreement. The parties agree that Buyer shall have the right to sell to its customers extended service warranties on the Products, to the extent that Seller offers such extended warranties, provided such extended warranty sale occurs simultaneously with the initial sale of the Product. “Candela Franchise Customers” mean customers of Candela that do not primarily engage in the practice of medicine, such as Ideal Image. Commencing on that day which is one hundred days after the Effective Date, Buyer agrees that it shall not purchase, market, distribute or sell similar competing laser and light-based products (limited to any light-based device that is used to provide primarily aesthetic treatment including but not limited to intense pulsed light and LED devices) to Seller’s Products (the “Competing Products”) during the term of this Agreement, provided that such restriction shall not apply and Buyer shall have the right to purchase Competing Products from other vendors without limitation and/or terminate this Agreement if (a) In order one of the events set forth below occurs and Seller fails to expedite cure the transactions contemplated by this Agreementviolation or non-compliance described therein within the applicable time period indicated below or (b) one of the events set forth below occurs, but Seller cures each such violation or non-compliance more than one time in any Contract Year EVENT CURE PERIOD Violation of Section 3(a), (e), (f), (h) or (i) JPMorgan Chase Bank is hereby appointed to act as Administrative AgentNone, Collateral Agent and an Issuing Bankother than 3(h(iii) which will have a cure period of 90 days Violation of Section 3(b), (iid) Credit Suisse First Boston acting through or (g) 45 days Seller’s failure to meet any Seller obligation under the Plan 30 days Any Product is defective or not performing due to a manufacturer’s defect or failure to meet specifications 30 days Any Product fails to meet applicable federal or state legal or regulatory requirements; 60 days Any Product is subject to allegations or claims of intellectual property infringement or misappropriation of trade secrets and Buyer reasonably believes that its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each continued sale of the LendersProduct will subject Buyer to liability, each assignee of any unless Buyer is fully indemnified for such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and liability in accordance with the provisions Section 11 of this Agreement Agreement. None Any Product has been recalled and only for such Product and only for such period that Seller has not re-introduced the Security Documents. Product that was subject to the recall (provided such period is no longer than ninety (90) days) None In the event that any party other than Buyer elects to purchase Competing Products hereunder, Seller and Buyer shall each have the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant right to terminate this Agreement upon ninety (90) days prior written notice to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentother party.

Appointment. (a) In order to expedite Each Purchaser hereby irrevocably designates and appoints the transactions contemplated by Administrative Agent as the agent of such Purchaser under this AgreementAgreement and the other Transaction Documents, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby such Purchaser irrevocably authorizes the Administrative Agent to take such actions action on its behalf under the provisions of such Lender, assignee this Agreement and the other Transaction Documents to which it is a party or Ancillary Lender by which it is bound and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Transaction Documents, together with such actions and other powers as are reasonably incidental thereto, including, without limitation, (a) receiving all applicable notices referred to in this Agreement or in the other Transaction Documents on behalf of such Purchaser, (b) giving all applicable notices referred to in this Agreement or the other Transaction Documents to or on behalf of such Purchaser, (c) maintaining the Register pursuant to Sections 2.11 and 9.6 and (d) receiving payments and deposits (under Section 2.3 or otherwise) from the Sellers and the Servicers, and giving release and acquittance therefor in accordance with the terms of this Agreement. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Transaction Documents, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. The provisions of this Section 8 are solely for the benefit of the Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact and affiliates, and no other Person shall have any rights as a third party beneficiary of any of the provisions hereof. The Administrative Agent is hereby expressly authorized by the Lendersshall perform its obligations hereunder with reasonable care, each Ancillary Lender using a degree of skill and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of attention no less than that which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (ci) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) exercises with respect to the Collateral comparable duties that it performs when holding comparable assets for itself and the rights of the Secured Parties (ii) exercises with respect theretoto comparable administrative duties that it performs for comparable assets for others, as contemplated by and in accordance a manner consistent with the provisions standard of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant care exercised by similar administrators relating to the Security Documentsduties to be performed hereunder. The Administrative Agent shall have no obligations, all rights and remedies duties or responsibilities except for those set forth in respect of such Collateral shall be controlled by the Collateral Agentthis Agreement.

Appointment. The Lenders (a) In order to expedite the transactions contemplated and by this entering into a Bank Product Agreement, (ieach Bank Product Provider shall be deemed to designate, appoint, and authorize) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent irrevocably designate and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) appoint Bank of America, N.A. is hereby appointed as Administrative Agent (for purposes of this Section 11 and Section 12.01, the term “Administrative Agent” also shall include Bank of America, N.A. in its capacity as Collateral Agent pursuant to the Security Documents) to act as Documentation Agentspecified herein and in the other Credit Documents. Each of the LendersLender and by entering into a Bank Product Agreement, each assignee of any such Lender and each Ancillary Lender Bank Product Provider hereby irrevocably authorizes authorizes, the Administrative Agent to take such actions action on its behalf under the provisions of such Lenderthis Agreement, assignee the other Credit Documents and any other instruments and agreements referred to herein or Ancillary Lender therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms and provisions hereof and of the thereof and such other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized may perform any of its respective duties hereunder by or through any one or more sub-agents appointed by it or through its Related Parties. The exculpatory provisions of this Section 11 shall apply to any such sub-agent and to the LendersRelated Parties of the Administrative Agent and any such sub-agent, each Ancillary Lender as well as activities as Administrative Agent. The provisions of this Section 11 are solely for the benefit of the Administrative Agent and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and by entering into a Bank Product Agreement, each Bank Product Provider, and no Credit Party shall have rights as a third party beneficiary of any such Issuing Bank all payments provisions. The Administrative Agent shall not be responsible for the negligence or misconduct of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due any sub-agent except to the Lenders extent that a court of competent jurisdiction determines in a final nonappealable judgment that the Administrative Agent acted with gross negligence, bad faith or willful misconduct in the selection of such sub-agent. In performing its functions and such Issuing Bank duties hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each the Administrative Agent shall act solely as an agent of the Lenders and each Bank Product Provider and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Administrative Borrower or any of its Subsidiaries. It is understood and agreed that the use of the Ancillary Lenders of term “agent” herein or in any Event of Default specified in this Agreement of which other Credit Documents (or any other similar term) with reference to the Administrative Agent has actual knowledge acquired in connection with the performance is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of its duties any applicable law. Instead such term is used as Administrative Agent hereunder; a matter of market custom, and (c) is intended to distribute to each create or reflect only an administrative relationship between contracting parties. Each Lender and each Ancillary Lender copies Bank Product Provider irrevocably appoints each other as its agent and bailee for the purpose of all notices, financial statements and other materials delivered by any Borrower perfecting Liens (whether pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality Section 8-301(a)(2) of the foregoingUCC or otherwise), for the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights benefit of the Secured Parties with respect theretoCreditors, as contemplated by and in assets in which, in accordance with the provisions of this Agreement and the Security DocumentsUCC or any other applicable legal requirement a security interest can be perfected by possession or control. In the event that Should any party Lender (other than the Lenders and the Agents Collateral Agent) obtain possession or control of any such Collateral, such Lender shall participate in all or any portion of notify the Collateral pursuant to the Security DocumentsAgent thereof, all rights and remedies in respect of such Collateral shall be controlled by and, promptly following the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank GE Capital is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers all Lenders as are specifically delegated to the Administrative Agent by under this Agreement and the terms other Loan Documents. The provisions of this Section 12.01 are solely for the benefit of Administrative Agent and Lenders and no member of the Barneys Group nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof hereof. In performing its functions and of duties under this Agreement and the other Loan Documents, together except to the limited extent provided in Section 13.01(c), the Administrative Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with such actions or for any member of the Barneys Group or any other Person. Administrative Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and powers as are reasonably incidental theretothe other Loan Documents. The duties of Administrative Agent shall be mechanical and administrative in nature and Administrative Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Except as expressly set forth in this Agreement and the other Loan Documents, Administrative Agent shall not have any duty to disclose, and shall not be liable for failure to disclose, any information relating to any member of the Barneys Group or any of their respective Subsidiaries or any account debtor that is hereby expressly authorized communicated to or obtained by the GE Capital or any of its Affiliates in any capacity. Neither Administrative Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Document, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct. If Administrative Agent shall request instructions from Requisite Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Administrative Agent shall be entitled to refrain from such act or taking such action unless and until Administrative Agent shall have received instructions from Requisite Lenders or all affected Lenders, each Ancillary Lender as the case may be, and each Issuing Bank, without hereby limiting Administrative Agent shall not incur liability to any implied authority, Person by reason of so refraining. Administrative Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Administrative Agent, be contrary to receive on behalf law or the terms of the Lenders and such Issuing Bank all payments of principal of and interest on the Loansthis Agreement or any other Loan Document, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf if such action would, in the opinion of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent, expose Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; to Liabilities and Costs or (c) if Administrative Agent shall not first be indemnified to distribute its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by take any Borrower pursuant to this Agreement as received by the Administrative Agentsuch action. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute no Lender shall have any and all documents (including releases) with respect to the Collateral and the rights right of the Secured Parties with respect thereto, action whatsoever against Administrative Agent as contemplated by and a result of Administrative Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the provisions instructions of this Agreement and the Security Documents. In the event that any party other than the Requisite Lenders and the Agents shall participate in or all or any portion of the Collateral pursuant to the Security Documentsaffected Lenders, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentas applicable.

Appointment. (a) In order to expedite Each Lender and the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is Issuing Lender hereby appointed to act irrevocably designates and appoints the Administrative Agent as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank the agent of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and the Issuing Lender under this Agreement and the other Loan Documents, and each Ancillary such Lender hereby and the Issuing Lender irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are Administrative Agent is hereby expressly authorized to (i) execute any and all documents (including the Intercreditor Agreements and releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security DocumentsDocuments and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be binding upon each Lender. In Notwithstanding any provision to the event contrary elsewhere in this Agreement, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender or the Issuing Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent, regardless of whether a Default or an Event of Default has occurred and is continuing. Each Lender and the Issuing Lender further acknowledges that any party other than it has received a copy of each Intercreditor Agreement and hereby authorizes the Administrative Agent to enter into or execute a joinder to the same, and agrees to be bound by its terms. Each of the Lenders and the Agents shall participate Issuing Lender hereby agrees that JPMorgan Chase Bank, N.A., in all its various capacities thereunder, may take such actions on its behalf as is contemplated by the terms of any Intercreditor Agreement. Each Lender hereby (i) acknowledges that JPMorgan Chase Bank, N.A. may act under one or more Intercreditor Agreements in multiple capacities as the Administrative Agent, the Collateral Agent and the administrative agent and the collateral agent pursuant to other Indebtedness subject thereto and (ii) waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against the JPMorgan Chase Bank, N.A. or any portion of the Collateral pursuant to the Security Documentsits Related Persons any claims, all rights and remedies in respect causes of such Collateral shall be controlled by the Collateral Agentaction, damages or liabilities of whatever kind or nature relating thereto.

Appointment. (a) In order to expedite the transactions contemplated by this AgreementEach Lender, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Swingline Lender hereby irrevocably designates and appoints each Agent as the agent of such Lender under the Loan Documents and each such Lender irrevocably authorizes the Administrative Agent each Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender the applicable Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative such Agent by the terms and provisions hereof and of the other applicable Loan Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by , including the Lendersauthority to enter into any Intercreditor Agreement, each Ancillary any Joinder Agreement, Increase Supplement, Lender and each Issuing Bank, without hereby limiting any implied authority, Joinder Agreement (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders extent entered into prior to the Amendment No. 1 Effective Date) and such Issuing Bank hereunderany Extension Amendment. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and promptly to distribute to each Lender no implied covenants, functions, responsibilities, duties, obligations or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in liabilities shall be read into this Agreement of which or any other Loan Document or otherwise exist against the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative AgentAgents. Without limiting the generality of the foregoing, the Agents are Lenders hereby expressly authorized irrevocably authorize and instruct each Agent 196 #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 to, without any further consent of any Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify the ABL Intercreditor Agreement, the Pari Passu Intercreditor Agreement and any Other Intercreditor Agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to execute any and all documents be secured by a Lien on the Collateral that is not prohibited (including releases) with respect to priority) under this Agreement and, to the extent applicable, the ABL Intercreditor Agreement, and to subject the Liens on the Collateral and securing the rights Secured Obligations to the provisions thereof. The Lenders irrevocably agree that (x) the Agents may rely exclusively on a certificate of a Responsible Officer of the Secured Parties with respect theretoBorrower as to whether any such other Liens are permitted and (y) the ABL Intercreditor Agreement and any Other Intercreditor Agreement entered into by either Agent shall be binding on the Lenders, as contemplated by and in accordance with each Lender hereby agrees that it will take no actions contrary to the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral AgentIntercreditor Agreement.

Appointment. (a) In order to expedite the transactions contemplated by To efficiently administer Seller’s post-Closing obligations and rights under this Agreement, (i) JPMorgan Chase Bank including the defense and/or settlement of any claims for indemnity by Buyer pursuant to Article VI, Xxxxx Xxxx is hereby appointed to act serve as Administrative Agentthe representative of the Seller Noteholders and Seller Stockholders (the “Stockholder Representative”). The Stockholder Representatives shall have full power and authority to make all decisions relating to the defense and/or settlement of any claims for which Buyer may claim to be entitled to indemnity pursuant to Article VI, Collateral Agent all decisions and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. actions relating to any adjustment to the Purchase Price or Aggregate Share Consideration and Deutsche Bank Securities Inc. are each hereby appointed otherwise to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders Seller Noteholders and such Issuing Bank Seller Stockholders in all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) respects with respect to this Agreement, including, without limitation, the Collateral amendment or termination of such agreements. All decisions and actions by the rights of Stockholder Representative shall be binding upon all the Secured Parties with respect theretoSeller Noteholders and Seller Stockholders, as contemplated by and in accordance with no Seller Noteholders or Seller Stockholders shall have the provisions of this Agreement and right to object to, dissent from, protest or otherwise contest the Security Documentssame. In the event that any party other than of the Lenders death, incapacity or resignation of the Stockholder Representative, the Seller Stockholders holding a majority of the voting capital stock of Seller immediately prior to the Effective Time (the “Majority Stockholders”) shall promptly appoint a substitute Stockholder Representative; provided, however, in no event shall a Stockholder Representative resign without the Majority Stockholders having first appointed a substitute Stockholder Representative who shall assume such duties immediately upon the resignation of such Stockholder Representative. From and after such time when Seller dissolves itself as a corporation and continuing until the Agents shall participate in all first anniversary of the Closing (or such longer time as any portion of the Collateral pursuant to Indemnification Escrow remains deposited with the Security DocumentsEscrow Agent in accordance with Section 6.5), all rights and remedies in respect of such Collateral the Stockholder Representative shall be controlled by authorized and obligated to act on behalf of Seller in order to fulfill all of Seller’s covenants set forth in Article V (other than Section 5.7) that survive the Collateral AgentClosing, including without limitation, Section 5.10. By his signature below, the Stockholder Representative agrees to fulfill such obligation for the period specified.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender First Lien Secured Parties hereby irrevocably appoints and authorizes the Administrative Controlling Collateral Agent to take such actions on its behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Controlling Collateral Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions powers and powers discretion as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf Each of the Lenders and such Issuing Bank all payments of principal of and interest on First Lien Secured Parties also authorizes the LoansControlling Collateral Agent, all payments in respect of L/C Disbursements and all other amounts due to at the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each request of the Lenders Borrower, to (x) if applicable, execute and each of deliver the Ancillary Lenders of any Event of Default specified Second Lien Intercreditor Agreement in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with capacity as “Designated Senior Representative,” or the performance of its duties as Administrative Agent hereunder; and (c) equivalent agent, however referred to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by for the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the First Lien Secured Parties with respect theretounder such agreement and authorizes the Controlling Collateral Agent, as contemplated by and in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Designated Senior Representative by the terms of the Second Lien Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto and (y) execute and deliver the ABL Intercreditor Agreement in the capacity as “Controlling CF Debt Agent,” or the equivalent agent, however referred to for the First Lien Secured Parties under such agreement (the “Controlling CF Debt Agent”) and authorizes the Controlling Collateral Agent, in accordance with the provisions of this Agreement, to take such actions on its behalf and to exercise such powers as are delegated to, or otherwise given to, the Controlling CF Debt Agent by the terms of the ABL Intercreditor Agreement, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Controlling Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Controlling Collateral Agent, as the case may be, pursuant to the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder or under any of the Other Intercreditor Agreements at the direction of the Controlling Collateral Agent, as the case may be, shall be entitled to the benefits of all provisions of this Section 4.02 and Section 12 of the Credit Agreement and the Security Documentsequivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in full herein with respect thereto. In Without limiting the event that any party other than the Lenders and the Agents shall participate in all or any portion foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Controlling Collateral Agent to facilitate and effect actions taken or intended to be taken by the Controlling Collateral Agent pursuant to the Security Documentsthis Section 4.02, all rights such cooperation to include execution and remedies in respect delivery of such Collateral shall be controlled notices, instruments and other documents as are reasonably deemed necessary by the Controlling Collateral AgentAgent to effect such actions, and joining in any action, motion or proceeding initiated by the Controlling Collateral Agent for such purposes.

Appointment. (a) In order to expedite Each of the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is Lenders hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) irrevocably appoints Bank of America, N.A. is hereby appointed to act on its behalf as Documentation Agent. Each of Administrative Agent and Collateral Agent hereunder and under the Lendersother Credit Documents (including as “trustee” or “mortgage trustee” under the Ship Mortgages), each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent and Collateral Agent to take such actions on its behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent or Collateral Agent by the terms and provisions hereof and of the other Loan Documentsor thereof, together with such actions and powers as are reasonably incidental thereto, including, in accordance with regulatory requirements of any Gaming/Racing Authority consistent with the intents and purposes of this Agreement and the other Credit Documents. The Administrative Agent Bank of America, N.A. is hereby expressly authorized by the Lendersappointed Auction Manager hereunder, each Ancillary Lender and each Issuing BankLender hereby authorizes the Auction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided that Borrower shall have the right to select and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, without hereby limiting and any implied authoritysuch replacement shall also be so authorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager as are specifically described in this Agreement and shall be entitled to the benefits of Article XII, (a) to receive on behalf as applicable. Each of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of hereby irrevocably authorize each of the Lenders Agents (other than Administrative Agent, Collateral Agent and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (cAuction Manager) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with take such action on its behalf under the provisions of this Agreement and the Security Documents. In other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the event that any party other than the Lenders terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall participate have rights as a third party beneficiary of any of the provisions of this Article XII, except to the extent set forth in all this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any portion other similar term) 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 as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each reference in this Article XII to Collateral Agent shall include Collateral Agent in its capacity as “trustee” or “mortgage trustee” under the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral AgentShip Mortgages.

Appointment. You hereby join the Other Purchaser in appointing Phoenix Home Life Mutual Insurance Company as the Collateral Agent (athe "Collateral Agent") In order under each of the Security Agreements and the Pledge Agreements. The Collateral Agent, by executing and delivering a copy of the Note Purchase Agreement accepts such appointment. Upon 30 days prior written notice to expedite the transactions contemplated holders of Notes, the Collateral Agent may resign from its position and responsibilities hereunder and under the Security Agreements and Pledge Agreements. Upon any such notice of resignation, the Required Holders shall appoint a successor Collateral Agent or an institutional trustee under Section 25.4. If a successor collateral Agent or institutional trustee under Section 25.4 shall not have been appointed within said 30 day period, the resigning collateral Agent's resignation shall be postponed until the Required Holders shall have appointed a successor Collateral Agent or institutional trustee under Section 25.4. the resigning Collateral Agent shall, upon receipt of written instructions from the Required Holders, promptly deliver all collateral and Pledged Stock Collateral then in its possession to such successor Collateral Agent or such institutional trustee and shall execute and deliver any and all such further instruments and documents and take such further actions as may be reasonably required by the Required Holders to effect such transfer and shall thereafter be discharged from all of its obligations hereunder and under the other Financing Documents. The collateral Agent shall not be obligated to take any action hereunder, under the Security Agreements, under the Pledge Agreements, under the Intercreditor Agreement or under the other Financing Documents unless directed in writing by the Required Holders and the Collateral Agent may require that a satisfactory indemnity bond be furnished for the reimbursement o fall expenses which it incurs and to protect it against all liability by reason of any action so taken, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct. The Collateral Agent shall not be obligated to follow any such written instructions or to take any such action to the extent that such instructions or actions are, in the good faith judgment of the Collateral Agent, in conflict with any provision of law, this Agreement or the other Financing Documents. The Collateral Agent may execute any of the rights or powers and perform any duty hereunder either directly or through agents or attorney-in-fact. The collateral Agent shall not be responsible for the negligence or misconduct of any Agent or attorney-in-fact selected by it without gross negligence or willful misconduct. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in the Financial Documents to which it is a party. The duties of the Collateral Agent shall be mechanical and administrative in nature and the Collateral Agent shall not have, by reason of this Agreement or any other Financing Agreement to which it is a party, a fiduciary relationship in respect of any holder of Notes. The Collateral Agent shall not be responsible to any holder of Notes for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement, any other Financing document or any document or instrument related hereto (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agentindividually, a "Related Document" and, collectively, the "Related Documents"). Neither the Collateral Agent and an Issuing Banknor any of its officers, directors, employees, agents, investigators, consultants, attorneys-in-fact or affiliates shall be liable to any holder of Notes for any action taken or omitted hereunder or under any Related Document or in connection herewith or hereunder unless, but only to the extent, caused by its or their gross negligence or willful misconduct. If the Collateral Agent shall reject instructions from the holders of Notes with respect to any act or action (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of including the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent failure to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (aan action) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as or any Related Document, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until the Collateral Agent shall have received by instructions from the Administrative AgentRequired Holders and the other conditions set forth in this paragraph in respect thereof have been satisfied. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agent.:

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Each Lender hereby irrevocably designates and appoints Deutsche Bank is hereby appointed as Term Loan Administrative Agent and Collateral Agent and to act as Administrative Agentspecified herein and in the other Loan Documents, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary such Lender hereby irrevocably authorizes Deutsche Bank as the Term Loan Administrative Agent and Collateral Agent for such Lender, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Term Loan Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. The Each Lender hereby irrevocably designates and appoints SunTrustTruist as Revolver Administrative Agent is hereby expressly authorized by to act as specified herein and in the Lendersother Loan Documents, each Ancillary Lender and each Issuing Bank, without such Lender hereby limiting any implied authority, (a) to receive on behalf of irrevocably authorizes SunTrustTruist as the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Revolver Administrative Agent has actual knowledge acquired in connection with the performance of for such Lender, to take such action on its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with behalf under the provisions of this Agreement and the Security other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Revolver Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each of the Administrative Agents agrees to act as such upon the express conditions contained in this Article. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither of the Administrative Agents shall have any duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor any fiduciary relationship with any Lender or LC Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against such Administrative Agent. The provisions of this Article are solely for the benefit of the Administrative Agents and the Lenders, and no Credit Party shall have any rights as a third-party beneficiary of any of the provisions hereof. In the event that any party other than performing its functions and duties under this Agreement, each Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Agents shall participate in all Borrower or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentits Subsidiaries.

Appointment. (a) In order to expedite the transactions contemplated by this AgreementEach Lender hereto and, (i) JPMorgan Chase Bank is hereby appointed to act upon obtaining an interest in any Loan, any participant, transferee or other assignee of any Lender irrevocably appoints, designates and authorizes Xxxxxx, as Administrative Agent, and GECC, as Collateral Agent and an Issuing BankSyndication Agent, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions or refrain from taking such action as its agents on its behalf of such Lender, assignee or Ancillary Lender and to exercise such powers hereunder and under the other Loan Documents as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documentsthereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized In addition, each Lender hereto and, upon obtaining an interest in any Loan, any participant, transferee or other assignee of any Lender irrevocably appoints, designates and authorizes Xxxxxx, as Senior Agent, to take such actions or refrain from taking such action as its agent on its behalf and to exercise such powers under the Subordination Agreement as are delegated by the Lendersterms hereof and thereof, together with such powers as are reasonably incidental thereto. Neither the Agents nor any of its directors, officers, employees or agents shall be liable for any action so taken. The provisions of this subsection 9.1 are solely for the benefit of Agents and Lenders and neither Borrowers nor any other Loan Party shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and the other Loan Documents, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf Agent shall act solely as agent of the Lenders and such Issuing Bank all payments does not assume and shall not be deemed to have assumed any obligation toward or relationship of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender agency or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection trust with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by or for any Borrower pursuant to this Agreement or any other Loan Party, except that the Senior Agent shall also act as received by agent for the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and Subordinated Creditors in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion terms of the Collateral pursuant to Subordination Agreement. Each Agent may perform any of its duties hereunder, or under the Security Loan Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agentor through its agents or employees.

Appointment. (a) In order to expedite Each member of the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is Blue Ridge Group hereby appointed to act as Administrative Agent, Collateral Agent irrevocably designates and an Issuing appoints Wachovia Bank, (ii) Credit Suisse First Boston acting through N.A. as Blue Ridge Agent hereunder and under the other Transaction Documents to which the Blue Ridge Agent is a party , and authorizes the Blue Ridge Agent to take such action on its Cayman Islands Branchbehalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Blue Ridge Agent by the terms of the Transaction Documents, Xxxxxx Commercial Paper Inc. together with such other powers as are reasonably incidental thereto. Each member of the Atlantic Group hereby irrevocably designates and Deutsche Bank Securities Inc. appoints CLNY as Atlantic Agent hereunder and under the other Transaction Documents to which the Atlantic Agent is a party , and authorizes the Atlantic Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are each hereby appointed expressly delegated to act the Atlantic Agent by the terms of the Transaction Documents, together with such other powers as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agentare reasonably incidental thereto. Each of the Lenders, each assignee of any such Lender Lenders and each Ancillary Lender the Co-Agents hereby irrevocably designates and appoints Wachovia Bank, N.A. as Administrative Agent hereunder and under the Transaction Documents to which the Administrative Agent is a party, and authorizes the Administrative Agent to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender the Transaction Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Transaction Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting Notwithstanding any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement Agreement, none of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate have any duties or responsibilities, except those expressly set forth in all the Transaction Documents to which it is a party, or any portion of fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the Collateral pursuant to the Security Documents, all rights and remedies in respect part of such Collateral Agent shall be controlled by the Collateral read into any Transaction Document or otherwise exist against such Agent.

Appointment. The Lenders hereby irrevocably designate and appoint (a) In order to expedite the transactions contemplated by this AgreementGuggenheim Securities Credit Partners, LLC as Administrative Agent and (ib) JPMorgan Chase The Bank is hereby appointed of New York Mellon as Collateral Agent, in each case, to act as Administrative Agent, Collateral Agent specified herein and an Issuing Bank, (ii) in the other Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation AgentDocuments. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes authorizes, and each holder of any Note by the Administrative acceptance of such Note shall be deemed irrevocably to authorize, each Agent to take such actions action on its behalf under the provisions of such Lenderthis Agreement, assignee the other Credit Documents and any other instruments and agreements referred to herein or Ancillary Lender therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to the Administrative or required of such Agent by the terms and provisions hereof and of the thereof and such other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent may perform any of its respective duties hereunder by or through any one or more sub-agents appointed by it or through its Related Parties. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender exculpatory provisions of this Section 11 shall apply to any such sub-agent and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders Related Parties of each Agent and any such Issuing Bank hereundersub-agent, and promptly shall apply to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired their respective activities in connection with the performance syndication of its duties the Tranches as well as activities as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative or Collateral Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documentsapplicable. In the event that any Agent (or any Related Party) appoints a sub-agent in accordance with the foregoing, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Credit Documents to be exercised by or vested in or conveyed to such Agent (or Related Party) shall be exercisable by and vest in such sub-agent to the extent, and only to the extent, necessary to enable such sub-agent to perform the duties for which the Agent so appointed it, and every covenant and obligation contained in the Credit Documents and necessary to the exercise or performance of such duties by such sub-agent shall run to and be enforceable by either such applicable Agent (or Related Party) or such sub-agent, and (ii) without limiting the foregoing, the provisions of this Section 11 and of Sections 11.06 and 12.01 that refer to such Agent (or Related Party) shall inure to the benefit of such sub-agent and all references therein to such Agent (or Related Party) shall be deemed to be references to such Agent (or Related Party) and/or such sub-agent, as the context may require. Should any instrument in writing from any Credit Party be required by any sub-agent so appointed by such Agent for more fully and certainly vesting in and confirming to him, her or it such rights, powers, privileges and duties, such Credit Party shall execute, acknowledge and deliver any and all such instruments promptly upon request by such applicable Agent. In case any sub-agent, or a successor thereto, shall die, become incapable of acting, resign or be removed by such Agent, all the rights, powers, privileges and duties of such sub-agent, to the extent permitted by law, shall vest in and be exercised by such applicable Agent until the appointment (in such Agent’s sole discretion) of a new sub-agent. The provisions of this Section 11 are solely for the benefit of the Agents, any sub-agent thereof, the Lead Arranger (and the Related Parties of each of the foregoing) and the Lenders, and no Credit Party shall have rights as a third party beneficiary of any such provisions. No Agent shall be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. In performing its functions and duties hereunder, the Agents do not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Each Lender irrevocably appoints each other Lender as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), for the benefit of the Secured Creditors, in assets in which, in accordance with the UCC or any other applicable legal requirement a security interest can be perfected by possession or control. Should any Lender (other than the Lenders and the Agents Collateral Agent) obtain possession or control of any such Collateral, such Lender shall participate in all or any portion of notify the Collateral pursuant to the Security DocumentsAgent thereof in writing, all rights and remedies in respect of such Collateral shall be controlled by and, promptly following the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank MSSF is hereby appointed to act as Administrative Agent (with each reference in this Article to the Administrative Agent to include MSSF in its capacity as Collateral Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent). Each of the Lenders, Lenders and each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, Lender or assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (ai) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (bii) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (ciii) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any the Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, each of the Agents are is hereby expressly authorized to execute the Pledge Agreement, the Bidco Loan Pledge Agreement and any and all other documents (including releases) with respect to the Collateral and the rights of the Secured Parties Pledgees with respect theretothereto (including any reconfirmation of the pledges created thereunder upon the Delisting as contemplated thereby) in the name of and on behalf of the Lenders as their attorney-in-fact (and each Lender appoints each Agent as such Lender's attorney-in-fact for such purpose and such Agent is hereby released from the restrictions imposed by Section 181 of the German Civil Code (BGB)), as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the any Security DocumentsDocument, all rights and remedies in respect of such Collateral shall be controlled by the Administrative Agent and the Collateral AgentAgent as set forth in such Security Document.

Appointment. (a) In order to expedite Each Lender hereby irrevocably designates and appoints the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act Administrative Agent as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank the agent of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender under this Agreement and each Ancillary Lender hereby the other Credit Documents and irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Credit Documents and to exercise such powers and -144- perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Credit Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by provisions of this Section 12 (other than Section 12.9 with respect to the Borrower) are solely for the benefit of the Agents and the Lenders, each Ancillary Lender and each Issuing Bankno Borrower, without hereby limiting Guarantor or any implied authority, (a) to receive on behalf other Credit Party shall have any rights as a third party beneficiary of the Lenders and any such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due provision. Notwithstanding any provision to the Lenders and such Issuing Bank hereundercontrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and promptly to distribute to each Lender no implied covenants, functions, responsibilities, duties, obligations or such Issuing Bank its proper share of each payment so received; liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent. (b) The Administrative Agent, each Lender, the Swingline Lender and the Letter of Credit Issuer hereby irrevocably designate and appoint the Collateral Agent as the agent with respect to give notice on behalf of each of the Lenders Collateral, and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which Administrative Agent, each Lender, the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Swingline Lender and each Ancillary Lender copies the Letter of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to Credit Issuer irrevocably authorizes the Collateral and the rights of the Secured Parties with respect theretoAgent, as contemplated by and in accordance with such capacity, to take such action on its behalf under the provisions of this Agreement and the Security Documents. In other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the event that any party other than Collateral Agent by the Lenders terms of this Agreement and the Agents other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall participate in all not have any duties or responsibilities except those expressly set forth herein, or any portion fiduciary relationship with any of the Collateral pursuant to Administrative Agent, the Security DocumentsLenders, all rights the Swingline Lender or the Letter of Credit Issuers, and remedies in respect of such Collateral no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be controlled by read into this Agreement or any other Credit Document or otherwise exist against the Collateral Agent.. Each Lender and Letter of Credit Issuer hereby further authorizes the Administrative Agent and the Collateral Agent, on such Lender or Letter of Credit Issuer’s behalf, to enter into the Debt Allocation Agreement, and each Lender (and Letter of Credit Issuer) agrees to be bound by the terms of the Debt Allocation Agreement. (c) The Co-Syndication Agents and the Joint Lead Arrangers and Joint Bookrunners, each in its capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 12. 12.2

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, Term A Lenders and each assignee of any such Revolving Facility Lender and each Ancillary the Swingline Lender (if applicable) hereby irrevocably appoints Xxxxx Fargo Bank, National Association to act on its behalf as the PR Administrative Agent hereunder and under the other Loan Documents and authorizes the PR Administrative Agent to take such actions on its behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the PR Administrative Agent by the terms hereof or thereof, together with such actions and provisions hereof powers as are reasonably incidental thereto, (ii) each of the Term B Lenders hereby irrevocably appoints GS Bank to act on its behalf as the Term Administrative Agent hereunder and of under the other Loan DocumentsDocuments and authorizes the Term Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Term Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto, and (iii) each of the Lenders hereby irrevocably appoints GS Bank to act on its behalf as the Collateral Agent hereunder and under the other Loan Documents and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the LendersEach Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements, each Ancillary Lender Secured Hedge Agreements and Secured Bilateral Letter of Credit Agreements) and each Issuing Bank, without hereby limiting any implied authority, Bank (a) to receive in such capacities and on behalf of the Lenders itself and such Issuing Bank all payments its Affiliates as potential counterparties to Secured Cash Management Agreements, Secured Hedge Agreements and Secured Bilateral Letter of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunderCredit Agreements) hereby, and promptly any other Person party to distribute to each Lender a Secured Cash Management Agreement, Secured Hedge Agreement or Secured Bilateral Letter of Credit Agreement, by its entry into such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of agreement, irrevocably designates and appoints the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Applicable Administrative Agent has actual knowledge acquired in connection with as the performance agent of its duties as Administrative Agent hereunder; and (c) to distribute to each such Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of under this Agreement and the Security other Loan Documents. In Notwithstanding any provision to the event that contrary elsewhere in this Agreement, no Administrative Agent shall have any party duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Administrative Agent. The provisions of this Article VIII (other than the final paragraph of Section 8.12 hereof) are solely for the benefit of the Administrative Agents, the Lenders and the Agents Issuing Banks, and neither the Borrower nor any other Loan Party shall participate have any rights as a third-party beneficiary of any such provisions. It is understood and agreed that the use of the term “agent” as used herein or in all any other Loan Documents (or any portion of the Collateral pursuant similar term) with reference to the Security DocumentsAdministrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, all rights such term is used as a matter of market custom, and remedies in respect of such Collateral shall be controlled by the Collateral Agent.is intended to create or reflect only an administrative relationship between independent contracting parties. 183

Appointment. (a) In order to expedite Each Lender hereby irrevocably designates and appoints each of Administrative Agent and Collateral Agent as the transactions contemplated by administrative agent and the collateral agent, respectively, of such Lender under this AgreementAgreement and the other Loan Documents, and each Lender (i) JPMorgan Chase Bank is hereby appointed to act as irrevocably authorizes Administrative Agent and Collateral Agent, Collateral Agent and an Issuing Bankin each of their respective capacities, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent and Collateral Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. The , (ii) approves the terms and conditions of the Collateral Agency Agreement and any other intercreditor agreement and irrevocably authorizes Administrative Agent is hereby expressly authorized by and Collateral Agent to (A) enter into the LendersCollateral Agency Agreement (and any other intercreditor agreement) and amendments thereto from time to time and (B) to exercise all of Administrative Agent’s and/or Collateral Agent’s rights and to comply with all of its obligations under the Collateral Agency Agreement or any other intercreditor agreement, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authorityto take all other actions necessary to carry out the provisions and intent thereof, (aiii) agrees that it and its successors and assigns will be bound by and will take no actions contrary to receive on behalf the provisions of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all Collateral Agency Agreement (or any other amounts due to the Lenders and such Issuing Bank hereunderintercreditor agreement) as if it was a signatory thereto, and promptly to distribute to each Lender (iv) agrees that no Secured Party shall have any right of action whatsoever against Administrative Agent or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders Collateral Agent as a result of any Event of Default specified in this Agreement of which the action taken by Administrative Agent has actual knowledge acquired in connection with the performance of its duties or Collateral Agent, as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all noticesapplicable, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and Section 8.1 or in accordance with the terms of the Collateral Agency Agreement (or any other intercreditor agreement). Notwithstanding any provision to the contrary elsewhere in this Agreement, neither Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Administrative Agent and Collateral Agent. The provisions of this Agreement Article VIII are solely for the benefit of Administrative Agent, Collateral Agent and Lenders, and neither Borrower nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the Security Documents. In use of the event that term “agent” herein or in any party other than the Lenders and the Agents shall participate in all Loan Documents (or any portion other similar term) with reference to Administrative Agent and Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral pursuant and of the guarantees of the Obligations provided under the Loan Documents, to have agreed to the Security Documents, all rights and remedies in respect provisions of such Collateral shall be controlled by the Collateral Agentthis Article VIII.

Appointment. (a) In order USF Assurance hereby irrevocably designates and appoints itself as USFA Agent hereunder and under the other Transaction Documents to expedite which the transactions contemplated USFA Agent is a party, and authorizes the USFA Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the USFA Agent by this Agreementthe terms of the Transaction Documents, (i) together with such other powers as are reasonably incidental thereto. Each member of the Three Pillars Group hereby irrevocably designates and appoints STCM as Three Pillars Agent hereunder and under the other Transaction Documents to which the Three Pillars Agent is a party, and authorizes the Three Pillars Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Three Pillars Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Blue Ridge Group hereby irrevocably designates and appoints Wachovia Bank, National Association as Blue Ridge Agent hereunder and under the other Transaction Documents to which the Blue Ridge Agent is a party, and authorizes the Blue Ridge Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Blue Ridge Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Falcon Group hereby irrevocably designates and appoints JPMorgan Chase Bank as Falcon Agent hereunder and under the other Transaction Documents to which the Falcon Agent is a party, and authorizes the Falcon Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Falcon Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each member of the Amsterdam Group hereby appointed irrevocably designates and appoints ABN AMRO as Amsterdam Agent hereunder and under the other Transaction Documents to act which the Amsterdam Agent is a party, and authorizes the Amsterdam Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as Administrative Agentare expressly delegated to the Amsterdam Agent by the terms of the Transaction Documents, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. together with such other powers as are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agentreasonably incidental thereto. Each of the LendersPurchasers, each assignee of any such Lender the LC Issuer and each Ancillary Lender the Co-Agents hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A. as Administrative Agent hereunder and under the Transaction Documents to which the Administrative Agent is a party, and authorizes the Administrative Agent to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender the Transaction Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Transaction Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth in the Transaction Documents to which it is hereby expressly authorized by a party, or any fiduciary relationship with any Purchaser or the LendersLC Issuer, each Ancillary Lender and each Issuing Bankno implied covenants, without hereby limiting any implied authorityfunctions, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest responsibilities, duties, obligations or liabilities on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect part of such Collateral Agent shall be controlled by the Collateral read into any Transaction Document or otherwise exist against such Agent.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Each Lender hereby irrevocably designates and appoints U.S. Bank is hereby appointed National Association as Collateral Agent of such Lender to act as Administrative Agentspecified herein and in the other Loan Documents, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes U.S. Bank National Association as the Administrative Collateral Agent to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Collateral Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Collateral Agent is hereby expressly authorized by to hold all Collateral as Collateral Agent, for the benefit of itself and the Lenders, each Ancillary Lender to enter into all applicable Loan Documents, for and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of itself and the Lenders Lenders, and such Issuing Bank to take all payments of principal of and interest on actions that it is directly or indirectly authorized or permitted to take under the Loans, all payments in respect of L/C Disbursements and all other amounts due Loan Documents (subject to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each ability of the Required Lenders and each of to direct the Ancillary Lenders of any Event of Default specified in this Agreement of which Collateral Agent’s actions) with respect to the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoingCollateral, the Agents are hereby expressly authorized to execute any and all documents (including releases) perfection of Liens in the Collateral, the exercise of remedies with respect to the Collateral and otherwise. The Collateral Agent agrees to act as such upon the rights of express conditions contained in this Section 8. Notwithstanding any provision to the Secured Parties contrary elsewhere in this Agreement or in any other Loan Document, the Collateral Agent shall have no duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, or any fiduciary relationship with respect theretoany Lender, as contemplated by and in accordance with no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Collateral Agent. The provisions of this Agreement Section 8 are solely for the benefit of the Collateral Agent and the Security DocumentsLenders, and none of Holdings, the Borrower nor any of their respective Subsidiaries shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, the event that any party other than Collateral Agent shall act solely as agent of the Lenders and the Agents Collateral Agent neither assumes nor shall participate in all be deemed to have assumed any obligation or relationship of agent or trust with or for Holdings, the Borrower or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agenttheir respective Subsidiaries.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands BranchBank of America, Xxxxxx Commercial Paper Inc. N.A. and Deutsche Bank Securities Inc. Xxxxx Fargo Bank, National Association are each hereby appointed to act as a Co-Syndication Agent Agent, and (iii) HSBC Bank of AmericaUSA, N.A. is National Association, Fifth Third Bank and Bank Leumi USA are each hereby appointed to act as a Documentation Agent. Each of the Lenders, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C LC Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting Upon receipt by the generality Administrative Agent of any of the foregoingreports, notices or certificates required to be delivered by the U.S. Borrower under Section 5.01 or 5.02, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect Administrative Agent shall promptly deliver the such reports, notices or certificates to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral AgentLenders.

Appointment. The Lenders (a) In order to expedite the transactions contemplated and by this entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize) hereby irrevocably designate and appoint Wxxxx Fargo as Administrative Agent (ifor purposes of this Section 11 and Section 12.01, the term “Administrative Agent ” also shall include Wxxxx Fargo in its capacity as Collateral Agent pursuant to the Security Documents) JPMorgan Chase Bank is hereby appointed to act as Administrative Agent, Collateral Agent specified herein and an Issuing Bank, (ii) in the other Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is hereby appointed to act as Documentation AgentDocuments. Each of the LendersLender and by entering into a Bank Product Agreement, each assignee of any such Lender and each Ancillary Lender Bank Product Provider hereby irrevocably authorizes authorizes, the Administrative Agent to take such actions action on its behalf under the provisions of such Lenderthis Agreement, assignee the other Credit Documents and any other instruments and agreements referred to herein or Ancillary Lender therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms and provisions hereof and of the thereof and such other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized may perform any of its respective duties hereunder by or through any one or more sub-agents appointed by it or through its Related Parties. The exculpatory provisions of this Section 11 shall apply to any such sub-agent and to the LendersRelated Parties of the Administrative Agent and any such sub-agent, each Ancillary Lender as well as activities as Administrative Agent. The provisions of this Section 11 are solely for the benefit of the Administrative Agent and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and by entering into a Bank Product Agreement, each Bank Product Provider, and no Credit Party shall have rights as a third party beneficiary of any such Issuing Bank all payments provisions. The Administrative Agent shall not be responsible for the negligence or misconduct of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due any sub-agent except to the Lenders extent that a court of competent jurisdiction determines in a final nonappealable judgment that the Administrative Agent acted with gross negligence, bad faith or willful misconduct in the selection of such sub-agent. In performing its functions and such Issuing Bank duties hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each the Administrative Agent shall act solely as an agent of the Lenders and each Bank Product Provider and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Ancillary Lenders of Borrower or any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Subsidiaries. Each Lender and each Ancillary Lender copies Bank Product Provider irrevocably appoints each other as its agent and bailee for the purpose of all notices, financial statements and other materials delivered by any Borrower perfecting Liens (whether pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality Section 8-301(a)(2) of the foregoingUCC or otherwise), for the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights benefit of the Secured Parties with respect theretoCreditors, as contemplated by and in assets in which, in accordance with the provisions of this Agreement and the Security DocumentsUCC or any other applicable legal requirement a security interest can be perfected by possession or control. In the event that Should any party Lender (other than the Lenders and the Agents Collateral Agent) obtain possession or control of any such Collateral, such Lender shall participate in all or any portion of notify the Collateral pursuant to the Security DocumentsAgent thereof, all rights and remedies in respect of such Collateral shall be controlled by and, promptly following the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is Each Lender hereby appointed to act as Administrative Agent, Collateral Agent irrevocably designates and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) appoints Bank of America, N.A. is hereby appointed as Administrative Agent of such Lender to act as Documentation Agent. Each of specified herein and in the Lendersother Loan Documents, each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes Bank of America, N.A. as the Administrative Agent to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are 39 Credit Agreement reasonably incidental thereto. The Administrative Agent is hereby agrees to act as such upon the express conditions contained in this Section 8. Without limitation to the foregoing, subject to the provisions of this Section 8, the Administrative Agent shall take, or refrain from taking, such action hereunder as shall be reasonably directed by the Required Lenders (or all Lenders to the extent required by Section 10.6); provided that, as between the Administrative Agent and the Lenders unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as it shall deem advisable in the best interests of the Lenders. Notwithstanding any provision to the contrary elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly authorized by set forth herein or in the other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. The provisions of this Section 8 are solely for the benefit of the Administrative Agent and the Lenders, each Ancillary Lender and each Issuing Bankneither Mutual Risk nor any of its Subsidiaries shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, without hereby limiting any implied authority, (a) to receive on behalf the Administrative Agent shall act solely as agent of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection does not assume and shall not be deemed to have assumed any obligation or relationship of agent or trust with the performance or for Mutual Risk or any of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral AgentSubsidiaries.

Appointment. (a) In order to expedite the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank Citicorp North America, Inc. is hereby appointed to act as Administrative Agent, Collateral Agent and an Issuing BankCollateral Agent, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank UBS Securities Inc. are each LLC is hereby appointed to act as a Co-Syndication Agent and (iii) Bank of America, N.A. is N.A., National City Bank of Pennsylvania and PNC Bank, National Association are hereby appointed to act as Co-Documentation AgentAgents. Each of the Lenders, Lenders and each assignee of any such Lender and each Ancillary Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender, Lender or assignee or Ancillary Lender and to exercise such powers as are specifically delegated to the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender Lenders and each Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with the performance of its duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all notices, financial statements and other materials delivered by any the Borrower pursuant to this Agreement as received by the Administrative Agent. Without limiting the generality of the foregoing, the Agents are Collateral Agent is hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders , and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agent.

Appointment. (a) In order to expedite Each Lender hereby irrevocably designates and appoints the transactions contemplated by this Agreement, (i) JPMorgan Chase Bank is hereby appointed to act Administrative Agent as Administrative Agent, Collateral Agent and an Issuing Bank, (ii) Credit Suisse First Boston acting through its Cayman Islands Branch, Xxxxxx Commercial Paper Inc. and Deutsche Bank Securities Inc. are each hereby appointed to act as a Co-Syndication Agent and (iii) Bank the agent of America, N.A. is hereby appointed to act as Documentation Agent. Each of the Lenders, each assignee of any such Lender under this Agreement and each Ancillary Lender hereby the other Loan Documents and irrevocably authorizes the Administrative Agent Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender, assignee or Ancillary Lender this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to the Administrative Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, each Ancillary Lender and each Issuing Bank, without hereby limiting Notwithstanding any implied authority, (a) to receive on behalf of the Lenders and such Issuing Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due provision to the Lenders and such Issuing Bank hereunder, and promptly to distribute to each Lender or such Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and each of the Ancillary Lenders of any Event of Default specified contrary elsewhere in this Agreement of which Agreement, the Administrative Agent has actual knowledge acquired in connection with the performance of its shall not have any duties as Administrative Agent hereunder; and (c) to distribute to each Lender and each Ancillary Lender copies of all noticesor responsibilities, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by the Administrative Agentexcept those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Agents are hereby expressly authorized Administrative Agent shall not be subject to execute any fiduciary or other implied duties, regardless of whether a Default has occurred and all documents is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, including releases) with respect any duty to give direction to the Collateral Disbursement Agent under the Disbursement Agreement, except discretionary rights and powers expressly contemplated hereby that the rights Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Secured Lenders as shall be necessary under the circumstances as provided in Section 9.08) (it being understood and agreed that the Administrative Agent shall have the right but not the obligation to request any such direction), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of the other Loan Parties with respect thereto, that is communicated to or obtained by the bank serving as contemplated 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 and in accordance it with the provisions consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement and or any other agreement, instrument or document, or (v) the Security Documents. In the event that satisfaction of any party condition set forth in Article IV or elsewhere herein, other than the Lenders and the Agents shall participate in all or any portion to confirm receipt of the Collateral pursuant items expressly required to be delivered to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Administrative Agent.