Common use of Authorization and Action Clause in Contracts

Authorization and Action. Each Lender, respectively, hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent ).

Authorization and Action. Each Lender, respectively, hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent Agent).

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints its applicable Lender Agent JPMorgan Chase to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Collateral Agent and its related Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent or such Lender Managing Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Collateral Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Collateral Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agentthe Collateral Agent or the Managing Agents. In performing its their respective functions and duties hereunder and under the other Transaction Documents, each Lender (i) the Collateral Agent shall act solely as agent for its the Purchasers, (ii) each Managing Agent shall act solely as agent for the Conduit Purchasers and Committed Purchasers in the related Lender Purchaser Group and does not assume (iii) neither the Collateral Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender Neither the Collateral Agent nor any Managing Agent shall be required to take any action that exposes such Lender the Collateral Agent or the Managing Agents to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Collateral Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent Purchaser hereby authorizes the Administrative Collateral Agent and each Managing Agent, as applicable, to file any UCC execute each of the Uniform Commercial Code financing statement deemed necessary by statements, this Agreement and such other Transaction Documents as may require the Administrative Agent Collateral Agent’s or a Managing Agent’s signature on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Agent Purchaser).

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent and the CAF Advance Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Lender the Administrative Agent and the CAF Advance Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No Lender Agent shall have As to any duties or responsibilitiesmatters not expressly provided for by this Agreement (including, except those expressly set forth herein or in any other Transaction Documentwithout limitation, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part enforcement of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions collection of the Notes), the Administrative Agent and duties hereunder and under the other Transaction Documents, each Lender CAF Advance Agent shall act solely as agent for its related Lender and does not assume nor be required to exercise any discretion or take any action, but shall be deemed required to have assumed any obligation act or relationship of trust to refrain from acting (and shall be fully protected in so acting or agency with or for refraining from acting) upon the Borrower or the Servicer or any instructions of the Borrower’s or Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Servicer’s successors or assigns. No Lender Administrative Agent and the CAF Advance Agent shall not be required to take any action that which exposes such Lender the Administrative Agent or the CAF Advance Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document Agreement or Applicable Lawapplicable law. The appointment Administrative Agent and authority the CAF Advance Agent agree to give to each Lender prompt notice of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent notice given to file it by any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (Borrower pursuant to the terms of which this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the parties hereto hereby agree that neither the Documentation Agent nor the Syndication Agent shall be binding on such Lender have any rights, duties or responsibilities in its capacity as Documentation Agent )or Syndication Agent, as applicable, hereunder and neither the Documentation Agent nor the Syndication Agent shall have the authority to take any action hereunder in its capacity as such.

Authorization and Action. Each Lender, respectively, Additional Purchaser hereby designates and appoints its applicable Lender the relevant Additional Agent designated in the related Additional Purchaser Agreement to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Additional Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Additional Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Additional Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its such related LenderAdditional Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Additional Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Additional Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Additional Agent shall act solely as agent for its the related Lender Additional Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or the Servicer or any of the BorrowerSeller’s or the Servicer’s successors or assigns. No Lender Additional Agent shall be required to take any action that exposes such Lender the Additional Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Additional Agent hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Additional Agent hereby authorizes the Administrative Agent to file any execute each of the UCC financing statement deemed necessary by the Administrative Agent statements on behalf of such Lender Additional Agent (the terms of which shall be binding on such Lender Agent Additional Agent).

Authorization and Action. Each of the Lenders (for purposes of this Article, references to the Lenders shall also mean the LC Issuing Bank and the Swingline Lender, respectively, ) hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Lender the Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No Lender Agent shall have As to any duties or responsibilities, except those matters not expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into provided for by this Agreement or any other Transaction Loan Document (including, without limitation, enforcement or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under collection of the other Transaction DocumentsBorrowings), each Lender the Agent shall act solely as agent for its related Lender and does not assume nor be required to exercise any discretion or take any action, but shall be deemed required to have assumed any obligation act or relationship of trust to refrain from acting (and shall be fully protected in so acting or agency with or for refraining from acting) upon the Borrower or the Servicer or any instructions of the Borrower’s or Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes (if any); provided, however, that the Servicer’s successors or assigns. No Lender Agent shall not be required to take any action that exposes such Lender which, in its opinion or the opinion of its counsel, may expose the Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document Agreement or Applicable Lawapplicable law. The appointment and authority Agent agrees to give to each Lender prompt notice of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent notice given to file any UCC financing statement deemed necessary it by the Administrative Agent on behalf of such Lender Agent (Borrower pursuant to the terms of which this Agreement. The Agent shall be binding on deemed to have exercised reasonable care in the administration and enforcement of this Agreement and the other Loan Documents if it undertakes such Lender administration and enforcement in a manner substantially equal to that which Wachovia accords credit facilities similar to the credit facility hereunder for which it is the sole lender. The provisions of this Article are solely for the benefit of the Agent )and the Lenders except as otherwise expressly provided herein, and the Borrower shall have no rights as a third party beneficiary of any of such provisions.

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Administrative 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 upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender Agent prompt notice of each notice given to it by Mondelēz or any Borrower as required by the terms of this Agreement or at the request of Mondelēz or such Borrower, and any notice provided pursuant to Section 5.01(c)(iv). Notwithstanding any provision to the other Transaction Documentscontrary contained elsewhere herein, together with such powers as are reasonably incidental thereto. No Lender no Agent shall have any duties or responsibilities, except those expressly set forth herein herein, nor shall any Agent have or in any other Transaction Document, or be deemed to have any fiduciary relationship with its related Lenderany Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender against any Agent. In performing its functions and duties hereunder and under Without limiting the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any generality of the Borrower’s foregoing sentence, the use of the term “agent” herein with reference to any Agent is not intended to connote any fiduciary or the Servicer’s successors other implied (or assignsexpress) obligations arising under agency doctrine of any applicable law. No Lender Agent shall be required Instead, such term is used merely as a matter of market custom, and is intended to take any action that exposes such Lender Agent to personal liability create or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )reflect only an administrative relationship between independent contracting parties.

Authorization and Action. Each Lender, respectively, Investor hereby designates and appoints its applicable Lender Agent Paribas to act as its agent Program Agent hereunder and under each other Transaction Document, and authorizes the Program Agent and such Lender Investor’s related Managing Agent to take such actions as agent Program Agent or Managing Agent, as the case may be, on its behalf and to exercise such powers as are delegated to the Program Agent or such Lender Managing Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Program Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Program Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agentthe Program Agent or the Managing Agents. In performing its their respective functions and duties hereunder and under the other Transaction Documents, each Lender (i) the Program Agent shall act solely as agent for its the Investors, (ii) each Managing Agent shall act solely as agent for the Conduit Investors (if any) and Committed Investors in the related Lender Investor Group and does not assume (iii) neither the Program Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender Neither the Program Agent nor any Managing Agent shall be required to take any action that exposes such Lender the Program Agent or the Managing Agents to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Program Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent Investor hereby authorizes the Administrative Program Agent and the Managing Agent for its Investor Group, as applicable, to file any UCC execute each of the Uniform Commercial Code financing statement deemed necessary by statements, this Agreement and such other Transaction Documents as may require the Administrative Agent Program Agent’s or such Managing Agent’s signature on behalf of such Lender Agent Investor (the terms of which shall be binding on such Lender Investor). The Program Agent )agrees to provide promptly to each Managing Agent a copy of any report, certificate, notice or other writing provided by any Seller Party or the Originator only to the Program Agent.

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Administrative Agent and Collateral Agent to take such actions as agent action on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Lender Agent by the terms of this Agreement hereof and the other Transaction Documentsthereof, together with such powers as are reasonably incidental thereto. No Each Lender Agent hereby acknowledges that Agents shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any by reason of this Agreement assumed a fiduciary relationship with its related in respect of any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documentsthis Agreement, each Lender Agent shall act solely as agent for its related Lender of Lenders and does shall not assume nor shall assume, or be deemed to have assumed assumed, any obligation toward, or relationship of agency or trust or agency with or for, the Loan Parties. As to any matters not expressly provided for by this Agreement and the Borrower or the Servicer or any other Loan Documents (including without limitation enforcement and collection of the Borrower’s Notes), each Agent may, but shall not be required to, exercise any discretion or the Servicer’s successors or assigns. No Lender Agent 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 Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), whenever such instruction shall be requested by such Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided that each Agent shall be fully justified in failing or refusing to take any action that which exposes such Lender Agent to personal any liability or that which is contrary to this Agreement, any the other Transaction Document Loan Documents or Applicable Law, unless such Agent is indemnified to its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. The appointment and authority If any Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, such Agent shall send notice thereof to each Lender Agent hereunder and shall terminate upon the indefeasible payment in full notify each Lender at any time that Majority Lenders (or such greater or lesser number of all Obligations. Each Lender Agent hereby authorizes the Administrative Lenders) have instructed such Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of and discretion under this Agreement and the other Transaction DocumentsLoan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. No Lender As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall have not be required to exercise any duties discretion or responsibilitiestake any action, except those expressly set forth herein but shall be required to act or to refrain from acting (and shall be fully protected in any other Transaction Document, so acting or any fiduciary relationship with its related Lenderrefraining from acting) upon the instructions of the Required Lenders or such greater number of Lenders as may be required pursuant to this Agreement, and no implied covenantssuch instructions shall be binding upon all Lenders and all holders of Notes; provided, functionshowever, responsibilities, duties, obligations or liabilities on that the part of such Lender Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document Agreement or Applicable Lawapplicable law. The appointment and authority Administrative Agent agrees to give to each Lender prompt notice of each Lender Agent hereunder notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, no Person identified as a syndication agent, documentation agent, senior manager, joint lead arranger or joint book running manager, in such Person’s capacity as such, shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes have any obligations or duties to any Loan Party, the Administrative Agent to file or any UCC financing statement deemed necessary by Lender under any of such Loan Documents. In its capacity as the Lenders’ contractual representative, the Administrative Agent on behalf is a “representative” of such Lender Agent (the terms Lenders as used within the meaning of which shall be binding on such Lender Agent )“Secured Party” under Section 9-102 of the Uniform Commercial Code.

Authorization and Action. Each Lender, respectively, hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer Borrower Advisors or any of the Borrower’s or the ServicerBorrower Advisor’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent Agent).

Authorization and Action. Each Lender, respectively, hereby designates and appoints its applicable related Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or Borrower, the Servicer or any of the Borrower’s or the Servicer’s successors or assignsother Lender. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent ).

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Administrative Lender Agent to take such actions action as agent Administrative Lender on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of under this Agreement and the other Transaction DocumentsLoan Papers as are delegated to the Administrative Lender by the terms of the Loan Papers, together with such powers as are reasonably incidental thereto. No As to any matters not expressly provided for by this Agreement and the other Loan Papers (including without limitation enforcement or collection of the Notes), Administrative Lender Agent shall have not be required to exercise any duties discretion or responsibilitiestake any action, except those expressly set forth herein but shall be required to act or to refrain from acting (and shall be fully protected in any other Transaction Documentso acting or refraining from acting) upon the instructions of Majority Lenders (or all Lenders, or any fiduciary relationship with its related Lenderif required under Section 11.01 hereof), and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent instructions shall be read into this Agreement or any other Transaction Document or otherwise exist for such binding upon all Lenders; provided, however, that Administrative Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that which exposes such Administrative Lender Agent to personal liability or that which is contrary to any Loan Papers or applicable Law. Administrative Lender agrees to give to each Lender notice of each notice given to it by the Borrower pursuant to the terms of this Agreement, and to distribute to each applicable Lender in like funds all amounts delivered to Administrative Lender by the Borrower for the Ratable or individual account of any other Transaction Document or Applicable LawLender. The appointment and authority Functions of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by Lender are administerial in nature and in no event shall the Administrative Agent on behalf Lender have a fiduciary or trustee relationship in respect of such any Lender Agent (the terms by reason of which shall be binding on such Lender Agent )this Agreement or any Loan Paper.

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Administrative 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 upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender Agent prompt notice of each notice given to it by Kraft Foods or any Borrower as required by the terms of this Agreement or at the request of Kraft Foods or such Borrower, and any notice provided pursuant to Section 5.02(c)(iv). Notwithstanding any provision to the other Transaction Documentscontrary contained elsewhere herein, together with such powers as are reasonably incidental thereto. No Lender no Agent shall have any duties or responsibilities, except those expressly set forth herein herein, nor shall any Agent have or in any other Transaction Document, or be deemed to have any fiduciary relationship with its related Lenderany Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender against any Agent. In performing its functions and duties hereunder and under Without limiting the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any generality of the Borrower’s foregoing sentence, the use of the term “agent” herein with reference to any Agent is not intended to connote any fiduciary or the Servicer’s successors other implied (or assignsexpress) obligations arising under agency doctrine of any applicable law. No Lender Agent shall be required Instead, such term is used merely as a matter of market custom, and is intended to take any action that exposes such Lender Agent to personal liability create or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )reflect only an administrative relationship between independent contracting parties.

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Administrative Agent to take such actions action as agent Administrative Agent on its behalf and to exercise such powers under this Agreement and the other Loan Papers as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction DocumentsLoan Papers, together with such powers as are reasonably incidental thereto. No Lender As to any matters not expressly provided for by this Agreement and the other Loan Papers (including without limitation enforcement or collection of the Notes), Administrative 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 Majority Lenders (or all Lenders, if required under Section 10.01), and such instructions shall be binding upon all Lenders; provided, however, that Administrative Agent shall not be required to take any action which exposes Administrative Agent to personal liability or which is contrary to any Loan Papers or applicable Law. Administrative Agent agrees to give to each Lender notice of each notice given to it by Borrower pursuant to the terms of this Agreement, and to distribute to each applicable Lender in like funds all amounts delivered to Administrative Agent by Borrower for the Ratable or individual account of any Lender. Notwithstanding any provision herein or in any other Loan Papers to the contrary, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein herein, nor shall Administrative Agent have or in any other Transaction Document, or be deemed to have any fiduciary relationship with its related any Lender, and no implied covenants, functions, responsibilities, duties, obligations obligations, or liabilities on the part of such Lender Agent shall be read into this Agreement Agreement, or any other Transaction Document Loan Paper, or otherwise exist for such Lender against Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent ).

Authorization and Action. Each Lender, respectively, Additional Purchaser hereby designates and appoints its applicable Lender the relevant Additional Agent designated in the related Additional Purchaser Agreement to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Additional Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Additional Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Additional Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its such related LenderAdditional Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Additional Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Additional Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Additional Agent shall act solely as agent for its the related Lender Additional Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Sellers or the Servicer or any of the Borrower’s Sellers’ or the Servicer’s successors or assigns. No Lender Additional Agent shall be required to take any action that exposes such Lender the Additional Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Additional Agent hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Additional Agent hereby authorizes the Administrative Agent to file any execute each of the UCC financing statement deemed necessary by the Administrative Agent statements on behalf of such Lender Additional Agent (the terms of which shall be binding on such Lender Agent Additional Agent).

Authorization and Action. Each Lender, respectively, hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Such Lender Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each such Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Such Lender Agent shall not be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each such Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent Lender, respectively, hereby authorizes the Administrative Deal Agent to file any execute each of the UCC financing statement deemed necessary by the Administrative Agent statements on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent Lender).

Authorization and Action. Each Lender, respectively, Bank hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Administrative Agent to take such actions action as agent contractual representative on its such Bank’s behalf and to exercise such powers as are delegated to such Lender Agent by the terms of under this Agreement and the other Transaction DocumentsLoan Documents as are specifically delegated to Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. No Lender Not in limitation of the foregoing, each Bank authorizes and directs Administrative Agent shall have any duties or responsibilitiesto enter into the Loan Documents for the benefit of the Banks. Each Bank hereby agrees that, except those expressly as otherwise set forth herein, any action taken by Administrative Agent in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by Administrative Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Banks. Nothing herein (including the use of the term “Administrative Agent”) shall be construed to deem Administrative Agent a trustee or fiduciary for any Bank nor to impose on Administrative Agent duties or obligations other than those expressly provided for herein. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Loan), Administrative 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 Banks (if explicitly required under any other Transaction Document, or any fiduciary relationship with its related Lenderprovision of this Agreement), and no implied covenantssuch instructions shall be binding upon all of the Banks and all holders of the Loan; provided, functionshowever, responsibilitiesthat, dutiesnotwithstanding anything in this Agreement to the contrary, obligations or liabilities on the part of such Lender Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Administrative Agent to personal liability or that is contrary to this Agreement, Agreement or any other Transaction Loan Document or Applicable LawLaws. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Borrower may rely on written amendments or waivers executed by Administrative Agent to file any UCC financing statement deemed necessary or acts taken by Administrative Agent as being authorized by the Banks, as applicable, to the extent Administrative Agent on behalf of does not advise Borrower that it has not obtained such Lender Agent (authorization from the terms of which shall be binding on such Lender Agent )Banks.

Authorization and Action. Each Lender, respectively, hereby designates and Lender appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender ------------------------ the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of and discretion under this Agreement and the other Transaction DocumentsLoan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. No Lender As to any matters not expressly provided for by the Loan Documents (including enforcement or collection of the Notes), the Administrative 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 and indemnified in so acting or refraining from acting) upon the instructions of the Required Lenders or, if applicable, the Required Secured Creditors (unless otherwise provided herein), and such instructions shall be binding upon all Lenders; provided that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or applicable law. The Administrative Agent will give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilitiesresponsibilities to any Lender, except those expressly set forth herein or in any other Transaction Documentherein, or any fiduciary relationship with its related any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such to any Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender against the Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed The Borrower agrees to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes pay the Administrative Agent to file any UCC financing statement deemed necessary by such compensation for services rendered hereunder as may be separately agreed between the Borrower and the Administrative Agent on behalf of such Lender Agent (in the terms of which shall be binding on such Lender Agent )Agent's Fee Letter.

Authorization and Action. Each Lender, respectively, hereby designates and Lender appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Administrative Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Lender Administrative Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No Lender As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes), Administrative Agent shall have not be required to exercise any duties discretion or responsibilitiestake any action, except those expressly set forth herein but shall be required to act or to refrain from acting (and shall be fully protected in any other Transaction Document, so acting or any fiduciary relationship with its related Lenderrefraining from acting) upon the instructions of the Required Lenders, and no implied covenantssuch instructions shall be binding upon all Lenders and all holders of Notes; provided, functionshowever, responsibilities, duties, obligations or liabilities on the part of such Lender that Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Administrative Agent to personal liability or that is contrary to this Agreement or applicable law. Except as otherwise provided for in this Agreement, no Lender shall take any other Transaction Document action to collect amounts due hereunder, enforce any obligations of Borrower or Applicable Lawexercise any remedies against Borrower arising out of this Agreement without the prior written consent of Administrative Agent. The appointment and authority of Administrative Agent agrees to give to each Lender Agent hereunder shall terminate upon the indefeasible payment in full prompt notice of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent (a) each notice or report given to file any UCC financing statement deemed necessary it by the Administrative Agent on behalf of such Lender Agent (Borrower pursuant to the terms of which shall be binding on such Lender this Agreement (including but not limited to those set forth in Section 6.3 hereof), and (b) any Event of Default hereunder. The provisions of this Article 12 are solely for the benefit of Lenders and Administrative Agent )and Borrower has no rights as a third party beneficiary of any of the provisions hereof.

Authorization and Action. Each Lender(a) By accepting the benefits of this Agreement, respectively, each Secured Party hereby designates and appoints its applicable Lender Agent DZ Bank to act as its agent hereunder and under each other Transaction Related Document, and authorizes such Lender the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Agent by the terms of this Agreement and the other Transaction Documents, Related Documents together with such powers as are reasonably incidental thereto. No Lender The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Related Document, or any fiduciary relationship with its related Lenderany Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Agent shall be read into this Agreement or any other Transaction Related Document or otherwise exist for such Lender the Agent. In performing its functions and duties hereunder and under the other Transaction Related Documents, each Lender the Agent shall act solely as agent for its related Lender the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assignsGWG Party. No Lender The Agent shall not be required to take any action that which exposes such Lender the Agent to personal liability or that which is contrary to this Agreement, any other Transaction Related Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Agent hereunder shall terminate upon on the indefeasible payment in full of all ObligationsFinal Payout Date. Each Lender Agent Secured Party hereby authorizes the Administrative Agent to file any UCC execute each of the Uniform Commercial Code financing statement deemed necessary statements, together with such other instruments or documents determined by the Administrative Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Secured Parties contemplated hereunder, on behalf of such Lender Agent Secured Party (the terms of which shall be binding on such Lender Secured Party). Each Secured Party hereby authorizes the Agent )to execute and/or authorize releases and Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of any Loans. Each Borrower may in any event act in accordance with the instructions of the Agent without further inquiry into the authority of the Agent to give such instructions.

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints (i) JPMorgan to act as its applicable Lender agent hereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchase Group to act as its agent hereunder and under each other Transaction Document, and authorizes the Administrative Agent and such Lender Agent Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Lender Managing Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Administrative Agent nor the Managing Agents shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agentthe Administrative Agent or the Managing Agents. In performing its their functions and duties hereunder and under the other Transaction Documents, each Lender (i) the Administrative Agent shall act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduit Purchasers, Committed Purchasers and L/C Issuer, if any, in its related Lender Purchase Group, and does not assume (iii) neither the Administrative Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender Neither the Administrative Agent nor any Managing Agent shall be required to take any action that exposes the Administrative Agent or such Lender Managing Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsFinal Payout Date. Each Lender Agent Purchaser hereby authorizes the Administrative Agent to file any each of the UCC financing statement deemed necessary by the Administrative Agent statements on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Agent Purchaser).

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No Lender Effective as of the Amendment No. 1 Effective Date, the Borrower hereby appoints Deutsche Bank Trust Company Americas, acting through its office at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the registrar and paying agent in respect of the Loans (together with any successor or successors as such registrar and paying agent qualified and appointed in accordance with this Article IX, the “Paying Agent”), upon the terms and subject to the conditions set forth herein, and Deutsche Bank Trust Company Americas hereby accepts such appointment. The Paying Agent shall have the powers and authority granted to and conferred upon it herein, and such further powers and authority to act on behalf of the Borrower as the Borrower and the Paying Agent may hereafter mutually agree in writing. Neither the Administrative Agent nor the Paying Agent shall have any duties or responsibilities, except other than those expressly set forth herein in the Transaction Documents, and no implied obligations or in liabilities shall be read into any other Transaction Document, or otherwise exist, against the Administrative Agent or the Paying Agent. The Administrative Agent and the Paying Agent do not assume, nor shall either of them be deemed to have assumed, any fiduciary obligation to, or relationship with its related Lenderof trust or agency with, Tesla, Inc., TFL, LML or any Tesla Party, the Conduit Lenders, the Committed Lenders or the Group Agents, except for any obligations expressly set forth herein; provided that all funds held by the Paying Agent for payment of principal of or interest (and any additional amounts) on the Loans shall be held in trust by the Paying Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part applied as set forth herein. Notwithstanding any provision of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under Document, in no event shall the other Transaction Documents, each Lender Administrative Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Paying Agent shall ever be required to take any action that which exposes such Lender the Administrative Agent or the Paying Agent, respectively, to personal liability or that which is contrary to this Agreement, any other provision of any Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender Agent hereunder shall terminate upon Upon receiving a notice, report, statement, document or other communication from the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes Borrower or the Servicer pursuant to Section 2.01(d)(i), Section 2.01(d)(iii), Section 2.08, Section 6.03(a), Section 6.03(c) or Section 7.02(c), the Administrative Agent shall promptly deliver to file any UCC financing statement deemed necessary by the each Group Agent a copy of such notice, report, statement, document or communication. The Administrative Agent on behalf shall at all times also be the 2018 Administrative Agent. The Paying Agent shall at all times also be the 2018 Paying Agent. The Paying Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Borrower or the Lenders, unless such Borrower or Lender shall have offered to the Paying Agent security or indemnity reasonably satisfactory to the Paying Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. The Paying Agent shall not be responsible for, and makes no representation as to the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any documents or other instruments, or for the creation, perfection, filing, priority, sufficiency or protection of any liens securing the Loans. The Paying Agent shall incur no liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Paying Agent (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism or the terms unavailability of which shall be binding on such Lender Agent the Federal Reserve Bank wire or facsimile or other wire or communication facility).”

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Administrative Agent to take such actions action as agent Administrative Agent on its behalf and to exercise such powers under this Agreement and the other Loan Papers as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction DocumentsLoan Papers, together with such powers as are reasonably incidental thereto. No Lender As to any matters not expressly provided for by this Agreement and the other Loan Papers (including without limitation enforcement or collection of the Notes), Administrative Agent shall have not be required to exercise any duties discretion or responsibilitiestake any action, except those expressly set forth herein but shall be required to act or to refrain from acting (and shall be fully protected in any other Transaction Documentso acting or refraining from acting) upon the instructions of Majority Lenders (or all Lenders, or any fiduciary relationship with its related Lenderif required under Section 11.01 hereof), and no implied covenantssuch instructions shall be binding upon all Lenders; provided, functionshowever, responsibilities, duties, obligations or liabilities on the part of such Lender that Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that which exposes such Lender Administrative Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document Loan Papers or Applicable Law. The appointment and authority Administrative Agent agrees to give to each Lender notice of each notice given to it by the Borrower pursuant to the terms of this Agreement, and to distribute to each applicable Lender in like funds all amounts delivered to Administrative Agent hereunder shall terminate upon by the indefeasible payment Borrower for the individual account of any Lender pro rata in full accordance with the Applicable Specified Percentage, as set forth in this Agreement. Functions of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by are administerial in nature and in no event shall the Administrative Agent on behalf have a fiduciary or trustee relationship in respect of such any Lender Agent (the terms by reason of which shall be binding on such Lender Agent )this Agreement or any other Loan Paper.

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints its applicable Lender related Deal Agent to act as its agent hereunder and under each other Transaction Documenta Deal Agent hereunder, and authorizes such Lender its related Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent the Deal Agents by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Each Purchaser also hereby designates and appoints the Administrative Agent as the Administrative Agent hereunder, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Purchaser, each Deal Agent and the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Documentherein, or any fiduciary relationship with its related Lenderany Purchaser or any other Deal Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender a Deal Agent or the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender each Deal Agent or the Administrative Agent. In performing its functions and duties hereunder hereunder, the Deal Agents and under the other Transaction Documents, each Lender Administrative Agent shall act solely as agent for its related Lender the Purchasers and does do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer Issuer or any of the Borrower’s or the Servicer’s its successors or assigns. No Lender The Deal Agents and Administrative Agent shall not be required to take any action that which exposes such Lender the Deal Agents and Administrative Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document Agreement or Applicable Lawapplicable law. The appointment and authority of each Lender the Deal Agents and Administrative Agent hereunder shall terminate upon at the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes amounts due under the Administrative Agent to file Class A Notes or under any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Fee Letter.

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent Wachovia to act as its agent hereunder under the Transaction Documents and under each other Transaction Documentthe Liquidity Agreement, and authorizes such Lender the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent by the terms of this the Liquidity Agreement and or the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein in the Liquidity Agreement or in any other Transaction Document, or any fiduciary relationship with its related any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent shall be read into this the Liquidity Agreement or any other Transaction Document or otherwise exist for such Lender the Administrative Agent. In performing its functions and duties hereunder and under the other Liquidity Agreement and the Transaction Documents, each Lender the Administrative Agent shall act solely as agent for its related Lender the Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Loan Party or any of the Borrower’s or the Servicer’s such Loan Party's successors or assigns. No Lender The Administrative Agent shall not be required to take any action that exposes such Lender the Administrative Agent to personal liability or that is contrary to this Agreement, the Liquidity Agreement or any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any execute each of the UCC financing statement deemed necessary by the Administrative Agent statements and each Collection Account Agreement on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent Lender).

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints its applicable Lender Agent JPMCB to act as its agent Agent hereunder and under each other Transaction Document, and authorizes the Agent and such Lender Purchaser’s related Managing Agent to take such actions as agent Agent or Managing Agent, as the case may be, on its behalf and to exercise such powers as are delegated to the Agent or such Lender Managing Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agentthe Agent or the Managing Agents. In performing its their respective functions and duties hereunder and under the other Transaction Documents, each Lender (i) the Agent shall act solely as agent for its the Purchasers, (ii) each Managing Agent shall act solely as agent for the Conduits and Financial Institutions in the related Lender Purchase Group and does not assume (iii) neither the Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender Neither the Agent nor any Managing Agent shall be required to take any action that exposes such Lender the Agent or the Managing Agents to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent Purchaser hereby authorizes the Administrative Agent and the Managing Agent for its Purchase Group, as applicable, to file any UCC execute each of the Uniform Commercial Code financing statement deemed necessary by statements, this Agreement and such other Transaction Documents as may require the Administrative Agent Agent’s or such Managing Agent’s signature on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Agent Purchaser).

Authorization and Action. (a) Each Lender, respectively, Lender and each Issuing Bank hereby designates irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and appoints its applicable successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender Agent to act as its agent hereunder and under each other Transaction Document, and Issuing Bank authorizes such Lender the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of under this Agreement and the other Transaction Documents, together with Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. No Lender Agent shall have Further, each of the Lenders and the Issuing Banks, on behalf of itself and any duties of its Affiliates that are Secured Parties, hereby irrevocably empower and authorize JPMorgan Chase Bank, N.A. (in its capacity as Administrative Agent) to execute and deliver the Collateral Documents and the Guarantee Agreement and all related documents or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent instruments as shall be read into this Agreement necessary or any other Transaction Document or otherwise exist for such Lender Agentappropriate to effect the purposes of the Collateral Documents and the Guarantee Agreement. In performing its functions and duties hereunder and addition, to the extent required under the laws of any jurisdiction other Transaction Documentsthan within the United States, each Lender and each Issuing Bank hereby grants to the Administrative Agent shall act solely as agent for its related any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent Issuing Bank hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent on behalf of is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Lender Agent (the terms of which shall be binding on such Lender Agent )Loan Documents.

Authorization and Action. Each Lender, respectively, Purchaser hereby (i) designates and appoints its applicable Lender Agent BNS to act as its administrative agent hereunder and under each other Transaction Document, (ii) designates and appoints its related Managing Agent as its managing agent, and (iii) authorizes the Administrative Agent and such Lender Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent or the Managing Agent, as applicable, by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Administrative Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or nor any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent or any Managing Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender the Administrative Agent or any Managing Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Administrative Agent and each Lender Managing Agent shall act solely as agent for its related Lender the Purchasers designating such agent and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender Neither the Administrative Agent nor any Managing Agent shall be required to take any action that exposes the such Lender Agent Person to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent Purchaser hereby authorizes the Administrative Agent to file any execute each of the UCC financing statement deemed necessary by statements, the Intercreditor Agreement and such other Transaction Documents as may require the Administrative Agent Agent’s signature on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Purchaser). Each Purchaser hereby authorizes its related Managing Agent to execute the Fee Letter on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent action on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of under this Agreement and the other Transaction DocumentsLoan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. No Each Lender hereby acknowledges that Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any by reason of this Agreement assumed a fiduciary relationship with its related in respect of any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documentsthis Agreement, each Lender Agent shall act solely as agent for of Lenders and shall not in its related Lender and does not assume nor shall capacity as such assume, or be deemed to have assumed assumed, any obligation toward, or relationship of agency or trust or agency with or for, any Borrower. As to any matters not expressly provided for by this Agreement and the Borrower or the Servicer or any other Loan Documents (including without limitation enforcement and collection of the Borrower’s Notes), Agent may, but shall not be required to, exercise any discretion or the Servicer’s successors or assigns. No Lender Agent 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, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action that which exposes such Lender Agent to personal any liability or that which is contrary to this Agreement, the other Loan Documents or applicable law, unless Agent is indemnified to its satisfaction by the other Lenders against any other Transaction Document and all liability and expense which it may incur by reason of taking or Applicable Lawcontinuing to take any such action. The appointment and authority If Agent seeks the consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender Agent hereunder and shall terminate upon notify each Lender at any time that the indefeasible payment in full Majority Lenders (or such greater or lesser number of all Obligations. Each Lender Agent hereby authorizes the Administrative Lenders) have instructed Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )act or refrain from acting pursuant hereto.

Authorization and Action. (a) Each Lender Party (in its capacities as a Lender, respectively, the Issuing Bank (if applicable) and a potential Hedge Bank) hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of and discretion under this Agreement and the other Transaction DocumentsLoan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. No Lender As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Working Capital Notes), the Administrative Agent shall have not be required to exercise any duties discretion or responsibilitiestake any action, except those expressly set forth herein but shall be required to act or to refrain from acting (and shall be fully protected in any other Transaction Document, so acting or any fiduciary relationship with its related Lenderrefraining from acting) upon the instructions of the Required Lenders, and no implied covenantssuch instructions shall be binding upon all Lender Parties and all holders of Working Capital Notes; provided, functionshowever, responsibilities, duties, obligations or liabilities on that the part of such Lender Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action (i) that exposes such Lender the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document Agreement or Applicable Law. The appointment and authority applicable Requirements of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes Law or (ii) as to which the Administrative Agent has not received adequate security or indemnity (whether pursuant to file any UCC financing statement deemed necessary by Section 7.05 or otherwise). If the security or indemnity furnished to the Administrative Agent on behalf for any purpose under or in respect of the Loan Documents shall, in the good faith opinion of the Administrative Agent, be insufficient or become impaired, then the Administrative Agent may require additional security or indemnity and cease, or not commence, to follow the directions or take the actions indemnified against until such additional security or indemnity is furnished. The Administrative Agent hereby agrees to give to each Lender Agent (Party prompt notice of each notice given to it by the Borrower pursuant to the terms of which shall be binding on such Lender Agent )this Agreement.

Authorization and Action. (a) Each Lender, respectively, Lender and each Lender Group Agent hereby designates and appoints its applicable Lender Agent Wachovia to act as its agent hereunder under the Transaction Documents and under each other Transaction Documentthe Liquidity Agreement, and authorizes such Lender the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Agent by the terms of this the Liquidity Agreement and or the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender The Agent shall not have any duties or responsibilities, except those expressly set forth herein in the Liquidity Agreement or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Lender or any Lender Group Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Agent shall be read into this the Liquidity Agreement or any other Transaction Document or otherwise exist for such Lender the Agent. In performing its functions and duties hereunder and under the other Liquidity Agreement and the Transaction Documents, each Lender the Agent shall act solely as agent for its related the Lenders and the Lender Group Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Loan Party or any of the Borrower’s or the Servicersuch Loan Party’s successors or assigns. No Lender The Agent shall not be required to take any action that exposes such Lender the Agent to personal liability or that is contrary to this Agreement, the Liquidity Agreement or any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender and each Lender Group Agent hereby authorizes the Administrative Agent to file any execute each of the UCC financing statement deemed necessary by the Administrative Agent statements, each Collection Account Agreement on behalf of such Lender and such Lender Group Agent (the terms of which shall be binding on such Lender Agent and such Lender Group Agent).

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints its applicable Lender Agent Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or nor any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender the Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender the Administrative Agent shall act solely as agent for its related Lender the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender The Administrative Agent shall not be required to take any action that exposes such Lender the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent Purchaser hereby authorizes the Administrative Agent to file any execute each of the UCC financing statement deemed necessary by statements, the Intercreditor Agreement and such other Transaction Documents as may require the Administrative Agent Agent’s signature on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Agent Purchaser).

Authorization and Action. (a) Each Lender, respectively, of the LendersLender and each Issuing Bank hereby designates and irrevocably appoints its applicable Lender the entity named as Administrative Agent to act as its agent hereunder andin the heading of this Agreement and its successors and assigns to serve as the administrative agent under the Loan Documents and each other Transaction Document, Lender and each Issuing Bank authorizes such Lender the Administrative Agent to take such actions as agent on its behalf behalf, including execution of subordination agreements in respect of Subordinated Indebtedness and the other Loan Documents, and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such actions andunder such agreements and to exercise such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilitiesIn addition, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on to the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and extent required under the laws of any jurisdiction other Transaction Documentsthan within the United States, each Lender and each Issuing Bank hereby grants to the Administrative Agent shall act solely as agent for its related any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent Issuing Bank hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent on behalf is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of such Lender business with any Loan Party or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent (the terms of which shall be binding on such Lender Agent )hereunder.

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints its applicable Lender Agent Coöperatieve Rabobank U.A., New York Branch to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender The LC Bank hereby designates and appoints Coöperatieve Rabobank U.A., New York Branch to act as its agent hereunder and under each other Transaction Document in respect of protecting and maintaining the security interest granted under Section 14.14(a), and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser or the LC Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender the Agent shall act solely as agent for its related Lender the Purchasers and the LC Bank to the extent set forth herein, and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender The Agent shall not be required to take any action that exposes such Lender the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Agent hereunder shall terminate upon the indefeasible payment date on which the Commitments have terminated, no Letters of Credit are outstanding and all Aggregate Unpaids have been indefeasibly paid in full of all Obligationsfull. Each Lender Agent The LC Bank and each Purchaser hereby authorizes the Administrative Agent to file any UCC such Uniform Commercial Code financing statement deemed statements against the Seller Parties as it may deem necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )or desirable in its sole discretion.

Authorization and Action. (a) Each Lender, respectively, Purchaser hereby designates and appoints its applicable Lender Agent Bank One, NA to act as its agent “Administrative Agent” hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender The Administrative Agent shall will not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender the Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender the Administrative Agent shall will act solely as agent Administrative Agent for its related Lender the Falcon Agent and the Purchasers and does not assume nor shall will be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender The Administrative Agent shall will not be required to take any action that exposes such Lender the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent hereunder shall will terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids and termination of the Commitments. Each Lender Purchaser and the Falcon Agent hereby authorizes the Administrative Agent to execute (if required) and file any UCC each of the Uniform Commercial Code financing statement deemed necessary by the Administrative Agent statements on behalf of the Falcon Agent and such Lender Agent Purchaser (the terms of which shall be binding on the Falcon Agent and such Lender Agent Purchaser).

Authorization and Action. Each Lender, respectively, Purchaser hereby (i) designates and appoints its applicable Lender Agent JPMC to act as its administrative agent hereunder and under each other Transaction Document, (ii) designates and appoints its related Managing Agent as its managing agent, and (iii) authorizes the Administrative Agent and such Lender Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent or the Managing Agent, as applicable, by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Administrative Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or nor any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent or any Managing Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender the Administrative Agent or any Managing Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Administrative Agent and each Lender Managing Agent shall act solely as agent for its related Lender the Purchasers designating such agent and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender Neither the Administrative Agent nor any Managing Agent shall be required to take any action that exposes the such Lender Agent Person to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent Purchaser hereby authorizes the Administrative Agent to file any execute each of the UCC financing statement deemed necessary by statements, the Intercreditor Agreement and such other Transaction Documents as may require the Administrative Agent Agent’s signature on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Purchaser). Each Purchaser hereby authorizes its related Managing Agent to execute the Fee Letter on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints (i) BTMU to act as its applicable Lender agent hereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchase Group to act as its agent hereunder and under each other Transaction Document, and authorizes the Administrative Agent and such Lender Agent Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Lender Managing Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Administrative Agent nor the Managing Agents shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agentthe Administrative Agent or the Managing Agents. In performing its their functions and duties hereunder and under the other Transaction Documents, each Lender (i) the Administrative Agent shall act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduit Purchasers, if any, Committed Purchasers and L/C Issuer, if any, in its related Lender Purchase Group, and does not assume (iii) neither the Administrative Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender Neither the Administrative Agent nor any Managing Agent shall be required to take any action that exposes the Administrative Agent or such Lender Managing Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsFinal Payout Date. Each Lender Agent Purchaser hereby authorizes the Administrative Agent to file any each of the UCC financing statement deemed necessary by the Administrative Agent statements on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Agent Purchaser).

Authorization and Action. Each Lender, respectively, Additional Purchaser hereby designates and appoints its applicable Lender the relevant Additional Agent designated in the related Additional Purchaser Agreement to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Additional Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Additional Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Additional Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its such related LenderAdditional Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Additional Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Additional Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Additional Agent shall act solely as agent for its the related Lender Additional Purchaser and does not assume nor shall be deemed to have assumed any 132 obligation or relationship of trust or agency with or for the Borrower Seller or the Servicer or any of the BorrowerSeller’s or the Servicer’s successors or assigns. No Lender Additional Agent shall be required to take any action that exposes such Lender the Additional Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Additional Agent hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Additional Agent hereby authorizes the Administrative Agent to file any execute each of the UCC financing statement deemed necessary by the Administrative Agent statements on behalf of such Lender Additional Agent (the terms of which shall be binding on such Lender Agent Additional Agent).

Authorization and Action. Each Lender, respectively, Purchaser hereby ------------------------ designates and appoints its applicable Lender Agent First Chicago to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Collateral Agent and its related Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent or such Lender Managing Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Collateral Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Collateral Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agentthe Collateral Agent or the Managing Agents. In performing its their respective functions and duties hereunder and under the other Transaction Documents, each Lender (i) the Collateral Agent shall act solely as agent for its the Purchasers, (ii) each Managing Agent shall act solely as agent for the Conduits and Financial Institutions in the related Lender Purchase Group and does not assume (iii) neither the Collateral Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicer’s such Seller Party's successors or assigns. No Lender Neither the Collateral Agent nor any Managing Agent shall be required to take any action that exposes such Lender the Collateral Agent or the Managing Agents to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Collateral Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent Purchaser hereby authorizes the Administrative Collateral Agent and each Managing Agent, as applicable, to file any UCC execute each of the Uniform Commercial Code financing statement deemed necessary by statements, this Agreement and such other Transaction Documents as may require the Administrative Agent Collateral Agent's or a Managing Agent's signature on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Agent Purchaser).

Authorization and Action. (a) Each Lenderof the LendersLender, respectively, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing Bank hereby designates irrevocably appoints the entity named as Administrative Agent as itsin the heading of this Agreement and appoints its applicable successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender Agent to act as its agent hereunder and under each other Transaction Document, and the Issuing Bank authorizes such Lender the Administrative Agent to take such actions as agent on its behalf behalf, including execution of the other Loan Documents, and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Loan Documents, together with such actions andunder such agreements and to exercise such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilitiesIn addition, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on to the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and extent required under the laws of any jurisdiction other Transaction Documentsthan within the United States, each Lender and the Issuing Bank hereby grants to the Administrative Agent shall act solely as agent for its related any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent Issuing Bank hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent on behalf is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of such Lender business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent (the terms of which shall be binding on such Lender Agent )hereunder.

Authorization and Action. Each Lender, respectively, Additional Purchaser hereby designates and appoints its applicable Lender the relevant Additional Agent designated in the related Additional Purchaser Agreement to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Additional Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Additional Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Additional Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its such related LenderAdditional Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Additional Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Additional Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Additional Agent shall act solely as agent for its the related Lender Additional Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or the Servicer or any of the Borrower141 Seller’s or the Servicer’s successors or assigns. No Lender Additional Agent shall be required to take any action that exposes such Lender the Additional Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Additional Agent hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Additional Agent hereby authorizes the Administrative Agent to file any execute each of the UCC financing statement deemed necessary by the Administrative Agent statements on behalf of such Lender Additional Agent (the terms of which shall be binding on such Lender Agent Additional Agent).

Authorization and Action. (a) Each Lender hereby irrevocably designates, appoints and authorizes the Administrative Agent to be the agent of that Lender, respectively, hereby designates in its name and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and behalf, to exercise such rights or powers as are delegated granted to such Lender the Administrative Agent by or the Lenders under this Agreement to the extent specifically provided herein and on the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto, and the Administrative Agent hereby accepts such appointment and authorization. No Without limiting the generality of the foregoing, each Lender hereby irrevocably designates, appoints and authorizes the Administrative Agent, as agent for and on behalf of that Lender, to enter into each of the other Documents (other than this Agreement). As to any matters not expressly provided for by this Agreement, the Administrative Agent shall not be required to exercise any discretion or take any action, but, subject to Section 14.10, 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 shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action which (i) exposes the Administrative Agent to liability in such capacity, (ii) could result in the Administrative Agent's incurring any costs and expenses, without provision being made for indemnity of the Administrative Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred, (iii) is contrary to this Agreement or Applicable Law, (iv) would require it to become registered to carry on business in any jurisdiction, or (v) would subject it to taxation. The Administrative Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any no fiduciary relationship with its related any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent shall be read into this Agreement or any other Transaction Document implied in the Documents or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes against the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Agent.

Authorization and Action. Each LenderThree Pillars, respectivelyas a Conduit Purchaser, hereby designates and appoints its applicable Lender Agent to act SunTrust Robinson Humphrey, Inc. as its agent hereunder and under each other Transaction Document, Administrator for purposes of the Traxxxxxxxx Xxxxxxxts and authorizes such Lender Agent the Administrator to take such actions action as agent on its behalf and to exercise such powers as are delegated to such Lender Agent the Administrator, by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilitiesPARCO, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderas a Conduit Purchaser, and no implied covenantsthe Committed Purchaser, functionshereby appoint JPMorgan Chase Bank, responsibilitiesN.A. as its Funding Agent for purposes of the Transaction Documents and authorizes the Funding Agent to take such action as agent on their behalf and to exercise such powers as are delegated to the Funding Agent, dutiesby the terms hereof, obligations together with such powers as are reasonably incidental thereto. Three Pillars, as a Conduit Purchaser, hereby authorizes the Administrator, in its sole discretion, to take any actions and exercise any rights or liabilities on remedies under this Note Purchase Agreement and any permitted related agreements and documents. PARCO, as a Conduit Purchaser, and the part of such Lender Committed Purchaser hereby authorize the Funding Agent, in its sole discretion, to take any actions and exercise any rights or remedies under this Note Purchase Agreement and any permitted related agreements and documents. Except for actions which the Administrator or the Funding Agent shall be read into is expressly required to take pursuant to this Note Purchase Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction applicable Program Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume neither the Administrator nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Funding Agent shall be required to take any action that which exposes such Lender the Administrator or the Funding Agent to personal liability or that which is contrary to this Agreementapplicable law unless the Administrator or the Funding Agent, as applicable, shall receive further assurances to its satisfaction from the related Conduit Purchaser, of the indemnification obligations under Section 9.4 hereof against any other Transaction Document and all liability and expense which may be incurred in taking or Applicable Lawcontinuing to take such action. The Administrator agrees to give to Three Pillars prompt notice of each notice and determination given to it by the Issuer, the Servicer or the Trustee, pursuant to the terms of this Note Purchase Agreement or the Indenture. The Funding Agent agrees to give to PARCO and the Committed Purchaser prompt notice of each notice and determination given to it by the Issuer, the Servicer or the Trustee, pursuant to the terms of this Note Purchase Agreement or the Indenture. Subject to Section 9.5 hereof, the appointment and authority of each Lender of the Administrator and the Funding Agent hereunder shall terminate upon the indefeasible later of (i) the payment in full to (a) each Conduit Purchaser and the Committed Purchaser of all Obligations. Each Lender amounts owing to such Person hereunder and (b) the Administrator and the Funding Agent hereby authorizes of all amounts due hereunder and (ii) the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Series 2002-A Termination Date.

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints (i) BTMUMUFG to act as its applicable Lender agent hereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchase Group to act as its agent hereunder and under each other Transaction Document, and authorizes the Administrative Agent and such Lender Agent Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Lender Managing Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Administrative Agent nor the Managing Agents shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agentthe Administrative Agent or the Managing Agents. In performing its their functions and duties hereunder and under the other Transaction Documents, each Lender (i) the Administrative Agent shall act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduit Purchasers, if any, Committed Purchasers and L/C Issuer, if any, in its related Lender Purchase Group, and does not assume (iii) neither the Administrative Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender Neither the Administrative Agent nor any Managing Agent shall be required to take any action that exposes the Administrative Agent or such Lender Managing Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsFinal Payout Date. Each Lender Agent Purchaser hereby authorizes the Administrative Agent to file any each of the UCC financing statement deemed necessary by the Administrative Agent statements on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Agent Purchaser).

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent action on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of under this Agreement and the other Transaction DocumentsLoan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. No Each Lender hereby acknowledges that Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any by reason of this Agreement assumed a fiduciary relationship with its related in respect of any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documentsthis Agreement, each Lender Agent shall act solely as agent for its related Lender Agent of Lenders and does shall not assume nor shall assume, or be deemed to have assumed assumed, any obligation toward, or relationship of agency or trust or agency with or for, Borrower. As to any matters not expressly provided for by this Agreement and the Borrower other Loan Documents, Agent may, but 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 Servicer or any instructions of the Borrower’s Majority Lenders, whenever such instruction shall be requested by Agent or the Servicer’s successors required hereunder, or assigns. No Lender a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; PROVIDED, however, that Agent shall not be required to take any action that which exposes such Lender Agent to personal any liability or that which is contrary to this Agreement, any the other Transaction Document Loan Documents or Applicable Law. The appointment and authority of applicable law, unless Agent is indemnified therefor to its satisfaction (which may, at Agent's option, include indemnification by each Lender Agent hereunder shall terminate upon the indefeasible payment in full other than Fleet for its pro rata share of all Obligationssuch liabilities). Each If Agent seeks the consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender Agent hereby authorizes and shall notify each Lender at any time that the Administrative Majority Lenders (or such greater or lesser number of Lenders) have instructed Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender, respectively, Construction/Acquisition Lender hereby designates appoints and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Documentauthorizes the Construction/Acquisition Agent, and each Term Lender hereby appoints and authorizes such Lender Agent the Term Agent, to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of under this Agreement and the other Transaction DocumentsCredit Documents as are delegated to each such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. No Lender Agent shall The Agents will have any duties or no duties, responsibilities, except obligations or liabilities other than those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderthe Credit Documents, and no implied covenants, functionsadditional duties, responsibilities, duties, obligations or liabilities will be inferred from the provisions of the Credit Documents or imposed on the part of such Lender Agent shall be read into Agents. As to matters not expressly provided for by this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction DocumentsCredit Documents (including enforcement or collection of the Notes), each Lender Agent shall the Agents will not be required to exercise any discretion or take any action, but will be required to act or to refrain from acting (and will be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions will be binding upon all the Lenders and all holders of Notes, provided that the Agents will in no event be required to take any action which exposes them to personal liability, which is contrary to the Credit Documents or Law or with respect to which the Agents do not receive adequate instructions or full indemnification from the Lenders. The provisions of this Article VII are solely as agent for its related Lender the benefit of the Agents, their agents and does not assume nor shall be deemed to their respective affiliates and the Lenders. The Agents have assumed any obligation no duties or relationship relationships of trust or agency with or for to Guarantor, NEO, Borrower, the Borrower Affiliates, the Project Parties or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )their respective affiliates.

Authorization and Action. Each Lender, respectively, Noteholder (by accepting a Note hereunder) hereby designates and appoints its applicable Lender Citibank N.A. as the Administrative Agent to act as its agent hereunder and under each other Transaction Documenthereunder, and authorizes such Lender the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent by the terms of this Agreement Indenture and the other Transaction Documents, Relevant Documents together with such powers as are reasonably incidental thereto. No Lender The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Documentherein, or any fiduciary relationship with its related Lenderany Noteholder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent shall be read into this Agreement or any other Transaction Document Indenture or otherwise exist for such Lender the Administrative Agent. In performing its functions and duties hereunder and under hereunder, the other Transaction Documents, each Lender Administrative Agent shall act solely as agent for its related Lender the Noteholders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Issuer, the Trust, any Seller or the Servicer or any of the Borrower’s or the Servicer’s their respective successors or assigns. No Lender The Administrative Agent shall not be required to take any action that which exposes such Lender the Administrative Agent to personal liability or that which is contrary to this AgreementIndenture, any other Transaction Relevant Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent hereunder shall terminate upon at the indefeasible payment in full of all Obligationsamounts due under the Notes. Each Lender Agent hereby authorizes Upon receipt from the Issuer or the Servicer, the Administrative Agent shall promptly (but in no event later than the time required under each Supplement) forward copies of any and all notices and other documents to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )appropriate parties.

Authorization and Action. Each Lender, respectively, of the Beneficiaries hereby designates and appoints its applicable Lender Agent EGI-ARC to act as its collateral agent hereunder and under each other Transaction Documenthereunder, and authorizes such Lender the Collateral Agent to take such actions as agent on its such Beneficiary's behalf and to exercise such powers as are delegated to such Lender the Collateral Agent by the terms of this Stockholders' Pledge Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Documentherein, or any fiduciary relationship with its related Lenderany of the Beneficiaries, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Collateral Agent shall be read into this Stockholders' Pledge Agreement or any other Transaction Document or otherwise exist for such Lender the Collateral Agent. In performing its functions and duties hereunder and under hereunder, the other Transaction Documents, each Lender Collateral Agent shall act solely in its own behalf as a Beneficiary and as agent for its related Lender the Beneficiaries and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Pledgor or any of the Borrower’s or the Servicer’s Pledgors' successors or assigns. No Lender The Collateral Agent shall not be required to take any action that which exposes such Lender the Collateral Agent to personal liability or that which is contrary to this Stockholders' Pledge Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all ObligationsObligations or the termination of this Stockholders' Pledge Agreement, whichever shall first occur. Each Lender Agent of the Beneficiaries hereby authorizes the Administrative Collateral Agent to file any execute each of the UCC financing statement deemed necessary by the Administrative Agent statements on behalf of such Lender Agent each of the Beneficiaries (the terms of which shall be binding on such Lender Agent each of the Beneficiaries).

Authorization and Action. Each Lender, respectively, hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its USActive 57833767.7 behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent Agent).

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints its applicable Lender Agent Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Collateral Agent and its related Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Collateral Agent or such Lender Managing Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Collateral Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Collateral Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agentthe Collateral Agent or the Managing Agents. In performing its their respective functions and duties hereunder and under the other Transaction Documents, each Lender (i) the Collateral Agent shall act solely as agent for its the Purchasers, (ii) each Managing Agent shall act solely as agent for the Conduit Purchasers and Committed Purchasers in the related Lender Purchaser Group and does not assume (iii) neither the Collateral Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender Neither the Collateral Agent nor any Managing Agent shall be required to take any action that exposes such Lender the Collateral Agent or the Managing Agents to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Collateral Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent Purchaser hereby authorizes the Administrative Collateral Agent and each Managing Agent, as applicable, to file any UCC execute each of the Uniform Commercial Code financing statement deemed necessary by statements, this Agreement and such other Transaction Documents as may require the Administrative Agent Collateral Agent’s or a Managing Agent’s signature on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Agent Purchaser).

Authorization and Action. Each Lender, respectively, hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing 158 DMSLIBRARY01\32370595.v1 statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent ).

Authorization and Action. Each Lender, respectively, Bank hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement and the Notes as are delegated to such Lender it as Administrative Agent by the terms of this Agreement hereof and the other Transaction Documentsthereof, together with such powers as are reasonably incidental thereto, and the Administrative Agent hereby accepts such authorization and appointment. No Lender As to any matters not expressly provided for by this Agreement and the Notes or provided for with specific reference to this Section 10.1 (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall have not be required to exercise any duties discretion or responsibilitiestake any action, except those expressly set forth herein but shall be required to act or to refrain from acting (and shall be fully protected in any other Transaction Documentso acting or refraining from action) upon the instructions of the Majority Banks and such instructions shall be binding upon all Banks and all holders of the Notes; provided, or any fiduciary relationship with its related Lenderhowever, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on that the part of such Lender Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that which exposes such Lender the Administrative Agent to personal liability or that which is contrary to this AgreementAgreement or the Notes or applicable law. As to any provisions of this Agreement under which action may be taken or approval given by the Majority Banks, any other Transaction Document the action taken or Applicable Lawapproval given by the Majority Banks shall be binding upon all Banks to the same extent and with the same effect as if each Bank had joined therein. The appointment Administrative Agent shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other document believed by it to be genuine and authority correct and to have been signed or sent by the proper person or persons and, in respect of each Lender Agent hereunder shall terminate legal matters, upon the indefeasible payment in full opinion of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary counsel selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Administrative Agent. Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of any Note shall be conclusive and binding on behalf any subsequent holder, transferee or assignee of such Lender Agent (the terms Note or of which shall be binding on such Lender Agent )any note or notes issued in exchange therefor.

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No Lender Effective as of the Amendment No. 1 Effective Date, the Borrower hereby appoints Deutsche Bank Trust Company Americas, acting through its office at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the registrar and paying agent in respect of the Loans (together with any successor or successors as such registrar and paying agent qualified and appointed in accordance with this Article IX, the “Paying Agent”), upon the terms and subject to the conditions set forth herein, and Deutsche Bank Trust Company Americas hereby accepts such appointment. The Paying Agent shall have the powers and authority granted to and conferred upon it herein, and such further powers and authority to act on behalf of the Borrower as the Borrower and the Paying Agent may hereafter mutually agree in writing. Neither the Administrative Agent nor the Paying Agent shall have any duties or responsibilities, except other than those expressly set forth herein in the Transaction Documents, and no implied obligations or in liabilities shall be read into any other Transaction Document, or otherwise exist, against the Administrative Agent or the Paying Agent. The Administrative Agent and the Paying Agent do not assume, nor shall either of them be deemed to have assumed, any fiduciary obligation to, or relationship with its related Lenderof trust or agency with, Tesla, Inc., TFL, LML or any Tesla Party, the Conduit Lenders, the Committed Lenders or the Group Agents, except for any obligations expressly set forth herein; provided that all funds held by the Paying Agent for payment of principal of or interest (and any additional amounts) on the Loans shall be held in trust by the Paying Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part applied as set forth herein. Notwithstanding any provision of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under Document, in no event shall the other Transaction Documents, each Lender Administrative Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Paying Agent shall ever be required to take any action that which exposes such Lender the Administrative Agent or the Paying Agent, respectively, to personal liability or that which is contrary to this Agreement, any other provision of any Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender Agent hereunder shall terminate upon Upon receiving a notice, report, statement, document or other communication from the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes Borrower or the Servicer pursuant to Section 2.01(d)(i), Section 2.01(d)(iii), Section 2.08, Section 6.03(a), Section 6.03(c) or Section 7.02(c), the Administrative Agent shall promptly deliver to file any UCC financing statement deemed necessary by the each Group Agent a copy of such notice, report, statement, document or communication. The Administrative Agent on behalf shall at all times also be the TFL Administrative Agent. The Paying Agent shall at all times also be the TFL Paying Agent. The Paying Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Borrower or the Lenders, unless such Borrower or Lender shall have offered to the Paying Agent security or indemnity reasonably satisfactory to the Paying Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. The Paying Agent shall not be responsible for, and makes no representation as to the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any documents or other instruments, or for the creation, perfection, filing, priority, sufficiency or protection of any liens securing the Loans. The Paying Agent shall incur no liability for not performing any act or [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Tesla, Inc. fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Paying Agent (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism or the terms unavailability of which shall be binding on such Lender Agent the Federal Reserve Bank wire or facsimile or other wire or communication facility).

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent BofA to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent the Administrator to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent the Administrator by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Agent The Administrator shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent the Administrator shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agentthe Administrator. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent the Administrator shall act solely as agent for its related Lender the Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s its successors or assigns. No Lender Agent The Administrator shall not be required to take any action that which exposes such Lender Agent the Administrator to personal liability or that which is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender Agent the Administrator hereunder shall terminate upon the indefeasible payment in full of all the Secured Obligations. Each Lender Agent hereby authorizes the Administrative Agent Administrator to file any UCC financing statement deemed necessary by the Administrative Agent execute on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Lender) each of the UCC financing statements, together with such other instruments or documents determined by the Administrator to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Lenders contemplated hereunder.

Authorization and Action. (a) Each Lender, respectively, Purchaser hereby designates and appoints its applicable Lender related Deal Agent to act as its agent hereunder and under each other Transaction Documenta Deal Agent hereunder, and authorizes such Lender its related Deal Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent the Deal Agents by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Each Purchaser also hereby designates and appoints the Administrative Agent as the Administrative Agent hereunder, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Purchaser, each Deal Agent and the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Documentherein, or any fiduciary relationship with its related Lenderany Purchaser or any other Deal Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender a Deal Agent or the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender each Deal Agent or the Administrative Agent. In performing its functions and duties hereunder hereunder, the Deal Agents and under the other Transaction Documents, each Lender Administrative Agent shall act solely as agent for its related Lender the Purchasers and does do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer Issuer or any of the Borrower’s or the Servicer’s its successors or assigns. No Lender The Deal Agents and Administrative Agent shall not be required to take any action that which exposes such Lender the Deal Agents and Administrative Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document Agreement or Applicable Lawapplicable law. The appointment and authority of each Lender the Deal Agents and Administrative Agent hereunder shall terminate upon at the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes amounts due under the Administrative Agent to file Note or under any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Fee Letter.

Authorization and Action. Each Lender, respectively, Lender hereby designates irrevocably appoints Wellx Xxxgo as Agent and appoints its applicable Lender authorizes the Agent to act as its agent hereunder and under each other Transaction Documentthe Loan Documents, and authorizes such Lender Agent to take such actions as agent on its such Lender's behalf and to exercise such powers and perform such duties under the Loan Documents as are expressly delegated to such Lender the Agent by the terms of this Agreement and the other Transaction Documentsthereof, together with such other powers as are reasonably incidental thereto. No Lender The Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderthe Loan Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Loan Document or otherwise exist for such Lender against the Agent. In performing its functions and duties hereunder and under Notwithstanding anything to the other Transaction Documentscontrary contained herein, each Lender the Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that which is contrary to any Loan Document or applicable law. Neither the Agent nor any Lender shall be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower contained in any Loan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Loan Document or the Collateral or for any failure by Borrower to perform its respective obligations hereunder or thereunder. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Agent nor any of its directors, officers, employees or agents shall be responsible to any Lender for any action taken or omitted to be taken by it or them under any Loan Document or in connection therewith, except for its or their own gross negligence or wilful misconduct. Except as otherwise provided under this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender the Agent hereunder shall terminate upon take such action with respect to the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary Loan Documents as shall be directed by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Required Lenders.

Authorization and Action. Each Lender, respectively, Buyer hereby designates and appoints its applicable Lender Agent Scotia to act as its agent Administrative Agent hereunder and under each other Transaction Purchase Document, and authorizes such Lender the Administrative Agent to take such actions as agent the Administrative Agent, on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documents, Purchase Documents together with such powers as are reasonably incidental thereto. No Lender The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Purchase Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent shall be read into this Agreement or any other Transaction Purchase Document or otherwise exist for such Lender the Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Purchase Documents, each Lender (i) the Administrative Agent shall act solely as agent for its related Lender the Managing Agents and does the Buyers, and (ii) the Administrative Agent shall not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or the Servicer or any of the Borrower’s or the Servicer’s their successors or assigns. No Lender The Administrative Agent shall not be required to take any action that exposes such Lender Agent it to personal liability or that is contrary to this Agreement, any other Transaction Purchase Document or Applicable applicable Law. The appointment and authority of each Lender the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of the Aggregate Net Investment and the payment of all Obligationsother obligations under this Agreement and the Expiration Date has occurred. Each Lender Agent hereby authorizes the The Administrative Agent will consult with each Managing Agent and each Buyer with respect to file any UCC financing statement deemed necessary notices that may be given, or any determinations that may be made, or any other actions that may be taken by the Administrative Agent on behalf in accordance with the provisions hereof, and the Administrative Agent shall in all cases act or refrain from acting in accordance with the joint instructions of such Lender Agent (the Managing Agents and the Buyers as required pursuant to the terms of which shall be binding on this Agreement, except as otherwise expressly provided in this Article XI and this Agreement. In addition, the Administrative Agent hereby agrees to forward to a Buyer and its related Managing Agent all reports, notices and other information received from the Seller or the Servicer in accordance with the provisions of this Agreement to the extent there is no indication that such Lender Agent )report, notice or information was sent directly to such Buyer and its related Managing Agent, unless such report, notice or information relates solely to Gotham in the case of Liberty or Liberty in the case of Gotham.

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints (i) MUFG to act as its applicable Lender agent hereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchase Group to act as its agent hereunder and under each other Transaction Document, and authorizes the Administrative Agent and such Lender Agent Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or such Lender Managing Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Administrative Agent nor the Managing Agents shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agentthe Administrative Agent or the Managing Agents. In performing its their functions and duties hereunder and under the other Transaction Documents, each Lender (i) the Administrative Agent shall act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduit Purchasers, if any, Committed Purchasers and L/C Issuer, if any, in its related Lender Purchase Group, and does not assume (iii) neither the Administrative Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender Neither the Administrative Agent nor any Managing Agent shall be required to take any action that exposes the Administrative Agent or such Lender Managing Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsFinal Payout Date. Each Lender Agent Purchaser hereby authorizes the Administrative Agent to file any each of the UCC financing statement deemed necessary by the Administrative Agent statements on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Agent Purchaser).

Authorization and Action. Each LenderLender and the LC Fronting Bank hereby appoints Société Générale as Administrative Agent, respectively, hereby designates Collateral Agent and appoints its applicable Lender Disbursement Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent the Agents to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Financing Documents as are delegated to such Lender Agent Agents by the terms of this Agreement hereof and the other Transaction Documentsthereof, together with such powers as are reasonably incidental thereto. No Lender Agent shall The Agents will have any duties or no duties, responsibilities, except obligations or liabilities other than those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderthe Financing Documents, and no implied covenants, functionsadditional duties, responsibilities, duties, obligations or liabilities will be inferred from the provisions of the Financing Documents or imposed on the part of such Lender Agent shall be read into Agents. As to matters not expressly provided for by this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation Financing Documents (including enforcement or relationship of trust or agency with or for the Borrower or the Servicer or any collection of the Borrower’s Notes), the Agents will not be required to exercise any discretion or take any action, but will be required to act or to refrain from acting (and will be fully protected in so acting or refraining from acting) upon the Servicer’s successors or assigns. No Lender instructions of the Majority Lenders, in the case of the Administrative Agent, and the Administrative Agent, in the case of the Disbursement Agent shall and the Collateral Agent, and such instructions will be binding upon all the Lenders and all holders of Notes; provided, that the Agents will in no event be required to take any action that which exposes such Lender Agent them to personal liability or that liability, which is contrary to this Agreement, any other Transaction Document the Financing Documents or Applicable LawLaw or with respect to which such Agent does not receive adequate instructions or full indemnification from the Lenders. The appointment provisions of this Article VII are solely for the benefit of the Senior Secured Parties and authority their Affiliates. The Agents have no duties or relationships, of each Lender Agent hereunder shall terminate upon trust or agency, with or to any Panda Party, the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Project Parties or their respective Affiliates.

Authorization and Action. Each Lender, respectively, hereby designates and appoints its applicable related Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or Borrower, the Servicer Collateral Manager or any of the Borrower’s or the Servicer’s successors or assignsother Lender. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent ).. 106

Authorization and Action. Each Lender, respectively, Additional Purchaser hereby designates and appoints its applicable Lender the relevant Additional Agent designated in the related Additional Purchaser Agreement to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender 140 Additional Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Additional Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Additional Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its such related LenderAdditional Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Additional Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Additional Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Additional Agent shall act solely as agent for its the related Lender Additional Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or the Servicer or any of the BorrowerSeller’s or the Servicer’s successors or assigns. No Lender Additional Agent shall be required to take any action that exposes such Lender the Additional Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Additional Agent hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Additional Agent hereby authorizes the Administrative Agent to file any execute each of the UCC financing statement deemed necessary by the Administrative Agent statements on behalf of such Lender Additional Agent (the terms of which shall be binding on such Lender Agent Additional Agent).

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No The Administrative Agent will furnish to each Lender a copy of any certificate or notice furnished to the Administrative Agent by a Borrower indicating the existence of a Default or an Event of Default. The Administrative Agent may in its discretion give any Borrower notice of any Default of which it has knowledge and, if requested to do so by the Required Lenders, the Administrative Agent shall have give any duties Borrower notice of such Default. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or responsibilitiescollection of the Notes), except those expressly set forth herein the Administrative 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 any other Transaction Document, so acting or any fiduciary relationship with its related Lenderrefraining from acting) upon the instructions of the Required Lenders, and no implied covenantssuch instructions shall be binding upon all Lenders and all holders of Notes; provided, functionshowever, responsibilities, duties, obligations or liabilities on that the part of such Lender Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that which exposes such Lender the Administrative Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligationsapplicable law. Each Lender Agent hereby authorizes the Administrative Agent to file take delivery of the Notes and other documents from time to time executed and delivered hereunder by any UCC financing statement deemed necessary Borrower and accepts the benefit of, and agrees to be bound by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )of, this Agreement.

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent action on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of under this Agreement and the other Transaction DocumentsLoan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. No Each Lender hereby acknowledges that Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any by reason of this Agreement assumed a fiduciary relationship with its related in respect of any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documentsthis Agreement, each Lender Agent shall act solely as agent for of Lenders and shall not in its related Lender and does not assume nor shall capacity as such assume, or be deemed to have assumed assumed, any obligation toward, or relationship of agency or trust or agency with or for, any Borrower. As to any matters not expressly provided for by this Agreement and the Borrower or the Servicer or any other Loan Documents (including without limitation enforcement and collection of the Borrower’s Notes), Agent may, but shall not be required to, exercise any discretion or the Servicer’s successors or assigns. No Lender Agent 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, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified in failing or refusing to take any action that which exposes such Lender Agent to personal any liability or that which is contrary to this Agreement, the other Loan Documents or applicable law, unless Agent is indemnified to its satisfaction by the other Lenders against any other Transaction Document and an liability and expense which it may incur by reason of taking or Applicable Lawcontinuing to take any such action. The appointment and authority If Agent seeks the consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender Agent hereunder and shall terminate upon notify each Lender at any time that the indefeasible payment in full Majority Lenders (or such greater or lesser number of all Obligations. Each Lender Agent hereby authorizes the Administrative Lenders) have instructed Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )act or refrain from acting pursuant hereto.

Authorization and Action. Each Lender, respectively, hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations 117 or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer Borrower Advisors or any of the Borrower’s or the ServicerBorrower Advisor’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent Agent).

Authorization and Action. Each Lender (in its capacity as a Lender, respectively, ) hereby designates and irrevocably appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Agent to take such actions action as agent contractual representative on its behalf and hereby irrevocably authorizes the Agent to exercise such powers as are delegated to such Lender Agent by the terms of and discretion under this Agreement and the other Transaction DocumentsLoan Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. No Lender As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Notes), the Agent shall have not be required to exercise any duties discretion or responsibilitiestake any action, except those expressly set forth herein but shall be required to act or to refrain from acting (and shall be fully protected in any other Transaction Document, so acting or any fiduciary relationship with its related Lenderrefraining from acting) upon the instructions of the Required Lenders, and no implied covenantssuch instructions shall be binding upon all Lenders and all holders of Notes; provided, functionshowever, responsibilities, duties, obligations or liabilities on that the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that the Agent believes exposes such Lender Agent it to personal liability or that is contrary to any Loan Document or applicable law. Each Lender hereby irrevocably appoints the Agent to act as the contractual representative of such Lender for purposes of acquiring, holding and enforcing any and all Liens on collateral (including, without limitation, the Collateral) granted by the Borrowers to secure any Obligations. The Agent shall not, by reason of any of the terms and provisions of this Agreement, have a fiduciary relationship in respect of any other Transaction Document or Applicable LawLender. The appointment provisions of this Article X are solely for the benefit of the Agent and authority the Lenders, and the Borrowers shall not have any rights to rely on or enforce any of each the provisions hereof. In performing its functions hereunder, the Agent shall act solely as the contractual representative of the Lenders and does not assume and shall not be deemed to have assumed any fiduciary or similar obligation or relationship with or for any Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file or any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Borrower.

Authorization and Action. Each Lender, respectively, Noteholder (by accepting a Note hereunder) hereby designates and appoints its applicable Lender Citigroup Global Markets Realty Corp. as the Administrative Agent to act as its agent hereunder and under each other Transaction Documenthereunder, and authorizes such Lender the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent by the terms of this Agreement Indenture and the other Transaction Documents, Relevant Documents together with such powers as are reasonably incidental thereto. No Lender The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Documentherein, or any fiduciary relationship with its related Lenderany Noteholder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent shall be read into this Agreement or any other Transaction Document Indenture or otherwise exist for such Lender the Administrative Agent. In performing its functions and duties hereunder and under hereunder, the other Transaction Documents, each Lender Administrative Agent shall act solely as agent for its related Lender the Noteholders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Issuer, the Trust, any Seller or the Servicer or any of the Borrower’s or the Servicer’s their respective successors or assigns. No Lender The Administrative Agent shall not be required to take any action that which exposes such Lender the Administrative Agent to personal liability or that which is contrary to this AgreementIndenture, any other Transaction Relevant Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent hereunder shall terminate upon at the indefeasible payment in full of all Obligationsamounts due under the Notes and any Administrative Agent Fee Letter. Each Lender Agent hereby authorizes Upon receipt from the Issuer or the Servicer, the Administrative Agent shall promptly (but in no event later than the time required under each Supplement) forward copies of any and all notices and other documents to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )appropriate parties.

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documents, hereof together with such powers as are reasonably incidental thereto. No Lender As to any matters not expressly provided for by this Agreement, the Administrative Agent shall have not be required to exercise any duties discretion or responsibilitiestake any action, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent but shall be read into required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of any Purchaser, the Required Purchasers or all of the Purchasers (and all references in this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under to the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor “Purchasers” shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any mean “all of the Borrower’s or Purchasers”) as provided by this Agreement and such instructions shall be binding upon all parties hereto and all assignees of the Servicer’s successors or assigns. No Lender Purchasers; provided, however, that the Administrative Agent shall not be required to take any action that which exposes such Lender the Administrative Agent to personal liability or that which is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Purchaser prompt notice of each notice given to it by the Seller, or by it to the Seller, pursuant to the terms of this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender the Administrative Agent hereunder shall terminate upon at the indefeasible later to occur of (i) the payment in full to (A) each Purchaser of its Aggregate Capital, accrued and unpaid Yield and all Obligations. Each Lender Agent hereby authorizes other amounts due to such Purchaser hereunder and (B) the Administrative Agent to file any UCC financing statement deemed necessary by of all amounts due hereunder and (ii) the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Facility Termination Date.

Authorization and Action. Each Lender, respectively, Purchaser and each ------------------------ Co-Agent hereby designates and appoints its applicable Lender Agent Bank One, NA, to act as its agent Administrative Agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser or any Co-Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender the Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender the Administrative Agent shall act solely as agent for its related Lender the Purchasers and the Co-Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer Seller or any of the Borrower’s or the Servicer’s its successors or assigns. No Lender The Administrative Agent shall not be required to take any action that which exposes such Lender the Administrative Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Purchaser and each Co-Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent execute on behalf of such Lender Purchaser and each Co-Agent (the terms of which shall be binding on such Lender Purchaser and such Co-Agent) each of the Uniform Commercial Code financing statements, together with such other instruments or documents determined by the Administrative Agent )to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Purchasers and the Co-Agents contemplated hereunder.

Authorization and Action. Each Lenderof CapMAC, respectivelythe Administrative Agent, Triple-A, the Surety and the L/C Bank (collectively with their respective successors and assigns, the "Secured Creditors") hereby designates and appoints its applicable Lender Agent to act CapMAC as its agent hereunder "Collateral Agent" under this Credit Agreement and under each of the other Transaction DocumentFacility Documents, and authorizes such Lender the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Collateral Agent by the terms of this Agreement and the other Transaction Facility Documents, together with such powers as are reasonably incidental thereto. No Lender The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Documentthe Facility Documents. In addition, or the Collateral Agent shall not have any fiduciary relationship with its related Lenderany Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Collateral Agent shall be read into this Agreement or any other Transaction Document the Facility Documents or otherwise exist for such Lender the Collateral Agent. The provisions of this Article XIII govern the relationship between the Collateral Agent and the Secured Creditors and are solely for the benefit of the Collateral Agent and the Secured Creditors, and none of the Borrower, the Servicer, FAC or FCI (collectively, the "Other Parties") shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XIII. In performing its functions and duties hereunder and under the other Transaction Facility Documents, each Lender the Collateral Agent shall act solely as agent for its related Lender the Secured Creditors and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Borrower or the Servicer Other Parties or any of the Borrower’s or the Servicer’s their respective successors or assigns. No Lender The Collateral Agent shall not be required to take any action that which exposes such Lender the Collateral Agent to personal liability or that which is contrary to this Agreement, the terms of any other Transaction Document of the Facility Documents or Applicable Lawapplicable law. The appointment and authority of each Lender the Collateral Agent hereunder under the Facility Documents shall terminate upon on the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Collection Date.

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints its applicable Lender Agent MUFG to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Transaction Documents, each Lender Agent shall act solely as agent for its related Lender the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower any Seller Party or the Servicer any Purchaser Agent or any of the Borrowersuch Seller Party’s or the ServicerPurchaser Agent’s successors or assigns. No Lender Agent shall not be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent Purchaser hereby authorizes the Administrative Agent to authorize and file any UCC each of the Uniform Commercial Code financing statement deemed necessary by the Administrative Agent or continuations statements (and amendments thereto and assignments or terminations thereof) on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Agent Purchaser).

Authorization and Action. Each LenderThree Pillars hereby appoints SunTrust Robinson Humphrey, respectively, hereby designates and appoints its applicable Lender Agent to act Inc. as its agent hereunder and under each other Transaction Document, Administrator for purposes of txx Xxxxxxxxxxx Xxcuments and authorizes such Lender Agent the Administrator to take such actions action as agent on its behalf and to exercise such powers as are delegated to such Lender Agent the Administrator, by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No Lender PARCO and the Committed Purchaser, hereby appoint JPMorgan Chase Bank, N.A. as its Funding Agent shall have for purposes of the Transaction Documents and authorizes the Funding Agent to take such action as agent on their behalf and to exercise such powers as are delegated to the Funding Agent, by the terms hereof, together with such powers as are reasonably incidental thereto. Three Pillars hereby authorizes the Administrator, in its sole discretion, to take any duties actions and exercise any rights or responsibilitiesremedies under this Note Purchase Agreement and any permitted related agreements and documents. PARCO and the Committed Purchaser hereby authorize the Funding Agent, except those in its sole discretion, to take any actions and exercise any rights or remedies under this Note Purchase Agreement and any permitted related agreements and documents. Except for actions which the Administrator or the Funding Agent is expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into required to take pursuant to this Note Purchase Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction applicable Program Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume neither the Administrator nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Funding Agent shall be required to take any action that which exposes such Lender the Administrator or the Funding Agent to personal liability or that which is contrary to this Agreementapplicable law unless the Administrator or the Funding Agent, as applicable, shall receive further assurances to its satisfaction from the related Conduit Purchaser, of the indemnification obligations under Section 9.4 hereof against any other Transaction Document and all liability and expense which may be incurred in taking or Applicable Lawcontinuing to take such action. The Administrator agrees to give to Three Pillars prompt notice of each notice and determination given to it by the Issuer, the Servicer or the Trustee, pursuant to the terms of this Note Purchase Agreement or the Indenture. The Funding Agent agrees to give to PARCO and the Committed Purchaser prompt notice of each notice and determination given to it by the Issuer, the Servicer or the Trustee, pursuant to the terms of this Note Purchase Agreement or the Indenture. Subject to Section 9.5 hereof, the appointment and authority of each Lender of the Administrator and the Funding Agent hereunder shall terminate upon the indefeasible later of (i) the payment in full to (a) each Conduit Purchaser and the Committed Purchaser of all Obligations. Each Lender amounts owing to such Person hereunder and (b) the Administrator and the Funding Agent hereby authorizes of all amounts due hereunder and (ii) the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Series 2002-A Termination Date.

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints its applicable Lender Agent (i) JPMorgan to act as its agent hereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchaser Group to act as its agent hereunder and under each other Transaction Document, authorizes the Agent and such Lender Agent Purchaser’s Managing Agent, as the case may be, to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent or such Lender Managing Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Agent nor the Managing Agents shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agentthe Agent or the Managing Agents. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender (x) the Agent shall act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as agent for the Conduit and Financial Institutions in its related Lender Purchaser Group, and does not assume (iii) neither the Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender Neither the Agent nor any Managing Agent shall be required to take any action that exposes the Agent or such Lender Managing Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent Purchaser hereby authorizes the Administrative Agent to file any UCC each of the Uniform Commercial Code financing statement deemed necessary by statements and to execute the Administrative Agent Collection Account Agreements on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Agent Purchaser).

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions action as agent Agent on its behalf and to exercise such powers hereunder and under the other Loan Documents as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documentshereof or thereunder, together with such powers as are reasonably incidental thereto. No Lender Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth herein or hereunder and in any the other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part Loan Documents. The duties of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions mechanical and duties hereunder and under the other Transaction Documents, each Lender administrative in nature; Agent shall act solely as agent for its related Lender not have by reason of any Loan Document a fiduciary relationship in respect of any Lender; and does not assume nor nothing in any Loan Document, expressed or implied, is intended to or shall be deemed so construed as to have assumed impose upon Agent any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any obligations in respect of the Borrower’s Loan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement, including enforcement or collection of the Servicer’s successors Loans, or assigns. No Lender other Obligations, 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) upon the instructions of Lenders, acting in agreement, and such instructions shall be binding upon all Lenders, provided that Agent shall not be required to take any action that which exposes such Lender Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document the Loan Documents or Applicable Law. The appointment In the absence of instructions from Lenders, Agent shall have authority, in its sole discretion, to take or not to take any action, unless this Agreement specifically requires the consent of Requisite Lenders and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent any such action or failure to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which act shall be binding on Lenders and on all holders of the Note. Each Lender and each holder of any Note shall execute and deliver such Lender additional instruments, including powers of attorney in favor of the Agent, as may be necessary or desirable to enable Agent )to exercise its powers hereunder and under the other Loan Documents.

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent action on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of under this Agreement and the other Transaction DocumentsLoan Documents as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. No Each Lender hereby acknowledges that Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any by reason of this Agreement assumed a fiduciary relationship with its related in respect of any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documentsthis Agreement, each Lender Agent shall act solely as agent for its related Lender of Lenders and does shall not assume nor shall assume, or be deemed to have assumed assumed, any obligation toward, or relationship of agency or trust or agency with or for, Borrower. As to any matters not expressly provided for by this Agreement and the Borrower other Loan Documents, Agent may, but shall not be required to, exercise any discretion or the Servicer or take any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent 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, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Agent shall be fully justified -------- in failing or refusing to take any action that which exposes such Lender Agent to personal any liability or that which is contrary to this Agreement, the other Loan Documents or applicable law, unless Agent is indemnified to its satisfaction by the other Lenders against any other Transaction Document and all liability and expense which it may incur by reason of taking or Applicable Lawcontinuing to take any such action. The appointment and authority If Agent seeks the consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender Agent hereunder and shall terminate upon notify each Lender at any time that the indefeasible payment in full Majority Lenders (or such greater or lesser number of all Obligations. Each Lender Agent hereby authorizes the Administrative Lenders) have instructed Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )act or refrain from acting pursuant hereto.

Authorization and Action. (a) Each Lender, respectively, Secured Party hereby designates and appoints its applicable Lender KeyBank as Administrative Agent to act as its agent hereunder and under each other Transaction Documenthereunder, and authorizes such Lender Agent KeyBank to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Documentherein, or any fiduciary relationship with its related Lenderany Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender the Administrative Agent. In performing its functions and duties hereunder and under hereunder, the other Transaction Documents, each Lender Administrative Agent shall act solely as agent for its related Lender the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of its successors or assigns. The Administrative Agent shall not be required to take any action that exposes the Servicer Administrative Agent to personal liability or that is contrary to this Agreement or Applicable Law. The appointment and authority of the Administrative Agent hereunder shall terminate at the indefeasible payment in full of the Obligations. (b) Each Lender hereby designates and appoints the Managing Agent for such Lxxxxx’s Lender Group as its Managing Agent hereunder, and authorizes such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Managing Agents by the terms of this Agreement together with such powers as are reasonably incidental thereto. No Managing 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 on the part of the applicable Managing Agent shall be read into this Agreement or otherwise exist for the applicable Managing Agent. In performing its functions and duties hereunder, each Managing Agent shall act solely as agent for the Lenders in the related Lender Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or any of the Borrower’s or the Servicer’s its successors or assigns. No Lender Managing Agent shall be required to take any action that exposes such Lender Agent it to personal liability or that is contrary to this Agreement, any other Transaction Document Agreement or Applicable Law. The appointment and authority of each Lender Managing Agent hereunder shall terminate upon at the indefeasible payment in full of all the Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Section 10.2.

Authorization and Action. (a) Each LenderFacility Agent, respectively, each Purchaser and each LC Bank hereby designates and appoints its applicable Lender RBC as Administrative Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent the Administrative to take such actions action as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No Lender When requested to do so by a Facility Agent, the Required Facility Agents or the Facility Agents (as the context herein requires or allows), the Administrative Agent shall have any duties take such action or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship refrain from taking such action consistent with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction DocumentsDocuments as a Facility Agent, each Lender Agent shall act solely the Required Facility Agents or the Facility Agents, as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation the case may be, direct under or relationship of trust or agency in connection with or for the Borrower or the Servicer or on any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required matter relating to take any action that exposes such Lender Agent to personal liability or that is contrary to Xxxxxxxx Party, this Agreement, any Agreement and all other Transaction Document Documents. In the event of a conflict between a determination or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary calculation made by the Administrative Agent and a determination or calculation made by any Purchaser, LC Bank or any Facility Agent, the determination or calculation of the Purchaser, the LC Bank or the Facility Agent shall control absent manifest error. (b) Each Purchaser and LC Bank (if any) in a Purchase Group hereby accepts the appointment of the applicable Facility Agent hereunder, and authorizes such Facility Agent to take such action on its behalf under the provisions of this Agreement and to exercise such Lender powers and perform such duties as are expressly delegated to such Facility Agent (by the terms of which shall be binding on this Agreement, if any, together with such Lender other powers as are reasonably incidental thereto. Each other Purchaser or LC Bank within any other Purchase Group hereby accepts the appointment of the related Facility Agent ).for such Purchase Group and authorizes and empowers such Facility

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints its applicable Lender Purchaser Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Purchaser Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Purchaser Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Each Purchaser Agent hereby represents that, as of the later of the Effective Date or the date such Purchaser Agent becomes a party hereto, its short-term unsecured debt rating is not less than “P-1” by Moody’s (provided, that, if the short-term unsecured debt rating of any entity has been placed on watch by Moody’s for possible downgrade, such short-term unsecured debt rating shall be deemed to have been downgraded by one rating subcategory). Such Purchaser Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related LenderPurchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Purchaser Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Purchaser Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender such Purchaser Agent shall act solely as agent for its related Lender Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller, the Depositor, the Originator or the Servicer or any of the BorrowerSeller’s, the Depositor’s, the Originator’s or the Servicer’s successors or assigns. No Lender Such Purchaser Agent shall not be required to take any action that exposes such Lender Purchaser Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender such Purchaser Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Aggregate Unpaids.

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Administrative Agent to take such actions as agent action on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of under this Agreement and the other Transaction DocumentsLoan Documents as are delegated to Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. No Each Lender hereby acknowledges that Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any by reason of this Agreement assumed a fiduciary relationship with its related in respect of any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documentsthis Agreement, each Lender Administrative Agent shall act solely as agent for its related Lender of Lenders and does shall not assume nor shall assume, or be deemed to have assumed assumed, any obligation toward, or relationship of agency or trust or agency with or for, any Credit Party. As to any matters not expressly provided for by this Agreement and the Borrower or the Servicer or any other Loan Documents (including without limitation enforcement and collection of the Borrower’s Term Notes), Administrative Agent may, but shall not be required to, exercise any discretion or the Servicer’s successors or assigns. No Lender Agent 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, whenever such instruction shall be requested by Administrative Agent or required hereunder, or a greater or lesser number of Lenders if so required hereunder, and such instructions shall be binding upon all Lenders; provided, that Administrative Agent shall be fully justified in failing or refusing to take any action that which exposes such Lender Administrative Agent to personal any liability or that which is contrary to this Agreement, the other Loan Documents or applicable law, unless Administrative Agent is indemnified to its satisfaction by the other Lenders against any other Transaction Document and all liability and expense which it may incur by reason of taking or Applicable Lawcontinuing to take any such action. The appointment and authority If Administrative Agent seeks the consent or approval of the Majority Lenders (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Administrative Agent shall send notice thereof to each Lender Agent hereunder and shall terminate upon notify each Lender at any time that the indefeasible payment in full Majority Lenders (or such greater or lesser number of all Obligations. Each Lender Agent hereby authorizes the Lenders) have instructed Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )act or refrain from acting pursuant hereto.

Authorization and Action. (a) Each LenderFunding Agent and each Owner hereby appoints Royal Bank of Canada, respectively, hereby designates and appoints its applicable Lender as Administrative Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No Lender When requested to do so by any Funding Agent or Funding Agents and/or any Owner or Owners (as the context herein requires or allows), the Administrative Agent shall have any duties take such action or responsibilitiesrefrain from taking such action as such Person or Persons, except those expressly set forth herein as the case may be, shall direct under or in connection with or on any matter relating to the Transferor, the Servicer or Xxxxx, this Agreement and all Related Documents. In the event of a conflict between a determination or calculation made by the Administrative Agent and a determination or calculation made by the Owners or the Funding Agents, the determination or calculation of the Owners or the Funding Agents, as the case may be, shall control absent manifest error. (b) Each Owner hereby accepts the appointment of the related Funding Agent specified on Schedule I hereto as its Funding Agent hereunder, and authorizes such Funding Agent to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to such Funding Agent by the terms of this Agreement, if any, together with such other Transaction Document, powers as are reasonably incidental thereto. (c) Except for actions which the Administrative Agent or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Funding Agent shall be read into is expressly required to take pursuant to this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under Conduit Support Document, neither the other Transaction Documents, each Lender Administrative Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Funding Agent shall be required to take any action that which exposes the Administrative Agent or such Lender Funding Agent to personal liability or that which is contrary to applicable law unless the Administrative Agent or such Funding Agent shall receive further assurances to its satisfaction from the Owners of the indemnification obligations under Section 10.6 against any and all liability and expense which may be incurred in taking or continuing to take such action. The Administrative Agent agrees to give to each Funding Agent and each Owner prompt notice of each notice and determination given to it by the Transferor, the Servicer or Xxxxx, pursuant to the terms of this Agreement. Each Funding Agent agrees to give the Administrative Agent and such Funding Agent’s respective Conduit Purchasers, Committed Purchasers and Conduit Support Providers prompt notice of each notice and determination given to it by the Transferor, Xxxxx, the Servicer or the Administrative Agent, pursuant to the terms of this Agreement. Notwithstanding the foregoing, neither the Administrative Agent nor any Funding Agent shall be deemed to have knowledge or notice of the occurrence of any Servicer Default, Potential Servicer Default, Amortization Event, Potential Amortization Event, Termination Event or Potential Termination Event unless the Administrative Agent or such Funding Agent has received written notice from an Owner, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon Funding Agent, the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent -159- 00000000 T-Mobile (the terms of which shall be binding on such Lender Agent ).EIP) Third A&R RPAA NJ 231109207v1 736153181 19632398

Authorization and Action. (a) Each Lender, respectively, Lender and each Lender Group Agent hereby designates and appoints its applicable Lender Agent Calyon to act as its agent hereunder and under each other the Transaction DocumentDocuments, and authorizes such Lender the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Lender or any Lender Group Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender the Agent shall act solely as agent for its related the Lenders and the Lender Group Agents and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Lender, any Lender Group Agent, any Loan Party or any of the Borrower’s or the Servicersuch Loan Party’s successors or assigns. No Lender The Agent shall not be required to take any action that exposes such Lender the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender and each Lender Group Agent hereby authorizes the Administrative Agent to file any each of the UCC financing statement deemed necessary by the Administrative Agent statements and each Collection Account Agreement on behalf of such Lender and such Lender Group Agent (the terms of which shall be binding on such Lender Agent and Lender Group Agent).

Authorization and Action. Each Lender, respectively, Additional Purchaser hereby designates and appoints its applicable Lender the relevant Additional Agent designated in the related Additional Purchaser Agreement to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Additional Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Additional Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Additional Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its such related LenderAdditional Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Additional Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Additional Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Additional Agent shall act solely as agent for its the related Lender Additional Purchaser and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or the Servicer or any of the Borrower139 Seller’s or the Servicer’s successors or assigns. No Lender Additional Agent shall be required to take any action that exposes such Lender the Additional Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Additional Agent hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Additional Agent hereby authorizes the Administrative Agent to file any execute each of the UCC financing statement deemed necessary by the Administrative Agent statements on behalf of such Lender Additional Agent (the terms of which shall be binding on such Lender Agent Additional Agent).

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions as administrative agent on its behalf and to exercise such powers under this Loan Agreement and the other Loan Documents as are delegated to such Lender the Administrative Agent by the terms of this Agreement hereof and the other Transaction Documentsthereof, together with such powers as are reasonably incidental thereto. No Lender The Administrative Agent shall will have any duties or no duties, responsibilities, except obligations or liabilities other than those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderthe Loan Documents, and no implied covenants, functionsadditional duties, responsibilities, duties, obligations or liabilities will be inferred from the provisions of the Loan Documents or imposed on the part of such Lender Agent shall be read into Administrative Agent. As to matters not expressly provided for by this Loan Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation Loan Documents (including enforcement or relationship of trust or agency with or for the Borrower or the Servicer or any collection of the Borrower’s Notes), the Administrative Agent will not be required to exercise any discretion or take any action, but will be required to act or to refrain from acting (and will be fully protected in so acting or refraining from acting) upon the Servicer’s successors or assigns. No Lender instructions of the Majority Lenders, and such instructions will be binding upon all the Lenders and all holders of Notes; PROVIDED, that the Administrative Agent shall will in no event be required to take any action that which exposes such Lender Agent it to personal liability or that liability, which is contrary to this Agreement, any other Transaction Document the Loan Documents or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes Law or with respect to which the Administrative Agent to file any UCC financing statement deemed necessary by does not receive adequate instructions or full indemnification from the Lenders. The provisions of this Article VII are solely for the benefit of the Administrative Agent, its agents and Affiliates and the Lenders. The Administrative Agent on behalf has no duties or relationships, of such Lender Agent (trust or agency, with or to Borrower, Borrower Member, the terms of which shall be binding on such Lender Agent )Project Parties or their respective Affiliates.

Authorization and Action. Each Lender, respectively, Construction/Acquisition Lender hereby designates appoints and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Documentauthorizes the Construction/Acquisition Agent, and each Term Lender hereby appoints and authorizes such Lender Agent the Term Agent, to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of under this Agreement and the other Transaction DocumentsCredit Documents as are delegated to each such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. No Lender Agent shall The Agents will have any duties or no duties, responsibilities, except obligations or liabilities other than those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderthe Credit Documents, and no implied covenants, functionsadditional duties, responsibilities, duties, obligations or liabilities will be inferred from the provisions of the Credit Documents or imposed on the part of such Lender Agent shall be read into Agents. As to matters not expressly provided for by this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction DocumentsCredit Documents (including enforcement or collection of the Notes), each Lender Agent shall the Agents will not be required to exercise any discretion or take any action, but will be required to act or to refrain from acting (and will be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions will be binding upon all the Lenders and all holders of Notes, provided that the Agents will in no event be required to take any action which exposes them to personal liability, which is contrary to the Credit Documents or Law or with respect to which the Agents do not receive adequate instructions or full indemnification from the Lenders. The provisions of this Article VII are solely as agent for its related Lender the benefit of the Agents, their agents and does not assume nor shall be deemed to their respective affiliates and the Lenders. The Agents have assumed any obligation no duties or relationship relationships of trust or agency with or for to Guarantor, NEO, Generation II Locomotives, Borrower, the Borrower Affiliates, the Project Parties or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )their respective affiliates.

Authorization and Action. Each Lender, respectively, Investor hereby designates and appoints its applicable Lender Agent FSI to act as its agent Deal Agent hereunder and under each other Transaction Document, and authorizes the Deal Agent and such Lender Investor's related Managing Agent to take such actions as agent Deal Agent or Managing Agent, as the case may be, on its behalf and to exercise such powers as are delegated to the Deal Agent or such Lender Managing Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Deal Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Deal Agent or the Managing Agents shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agentthe Deal Agent or the Managing Agents. In performing its their respective functions and duties hereunder and under the other Transaction Documents, each Lender (i) the Deal Agent shall act solely as agent for its the Investors, (ii) each Managing Agent shall act solely as agent for the Conduit Investors and Alternate Investors in the related Lender Investor Group and does not assume (iii) neither the Deal Agent nor any Managing Agent shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicer’s such Seller Party's successors or assigns. No Lender Neither the Deal Agent nor any Managing Agent shall be required to take any action that exposes such Lender the Deal Agent or the Managing Agents to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Deal Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent Investor hereby authorizes the Administrative Deal Agent and the Managing Agent for its Investor Group, as applicable, to file any UCC execute each of the Uniform Commercial Code financing statement deemed necessary by statements, this Agreement and such other Transaction Documents as may require the Administrative Agent Deal Agent's or such Managing Agent's signature on behalf of such Lender Agent Investor (the terms of which shall be binding on such Lender Agent Investor).

Authorization and Action. (a) Each Lender, respectively, Lender and each Issuing Lender hereby designates irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and appoints its applicable successors and assigns to serve as the administrative agent and collateral agent under the Credit Documents and each Lender Agent to act as its agent hereunder and under each other Transaction Document, and Issuing Lender authorizes such Lender the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of under this Agreement and the other Transaction Documents, together with Credit Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilitiesIn addition, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on to the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and extent required under the laws of any jurisdiction other Transaction Documentsthan within the United States, each Lender and each Issuing Lender hereby grants to the Administrative Agent shall act solely as agent for its related any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Xxxxxx’s or such Issuing Xxxxxx’s behalf. Without limiting the foregoing, each Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No each Issuing Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by execute and deliver, and to perform its obligations under, each of the Credit Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Credit Documents. For the purposes of holding any hypothec granted to the Attorney (as defined below) pursuant to the laws of the Province of Québec to secure the prompt payment and performance of any and all Obligations by any Credit Party, each of the Secured Parties hereby irrevocably appoints and authorizes the Administrative Agent and, to the extent necessary, ratifies the appointment and authorization of the Administrative Agent, to, as part of its duties as Administrative Agent, act as the hypothecary representative of the creditors as contemplated under Article 2692 of the Civil Code of Québec (in such capacity, the “Attorney”), and to enter into, to take and to hold on behalf their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any related deed of such Lender Agent hypothec. The Attorney shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney pursuant to any such deed of which hypothec and applicable law, and (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Secured Parties and Credit Parties. Any person who becomes a Secured Party shall, by its execution of an Assignment and Assumption, be deemed to have consented to and confirmed the Attorney as the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Secured Party, all actions taken by the Attorney in such capacity. The substitution of the Administrative Agent pursuant to the provisions of this Section 11 shall be binding on such Lender Agent )also result in the substitution of the Attorney.

Authorization and Action. Each Lender, respectively, Purchaser hereby (i) designates and appoints its applicable Lender Agent BTMU to act as its administrative agent hereunder and under each other Transaction Document, (ii) designates and appoints its related Managing Agent as its managing agent, and (iii) authorizes the Administrative Agent and such Lender Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent or the Managing Agent, as applicable, by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender Neither the Administrative Agent nor any Managing Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent or any Managing Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender the Administrative Agent or any Managing Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Administrative Agent and each Lender Managing Agent shall act solely as agent for its related Lender the Purchasers designating such agent and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer any Seller Party or any of the Borrower’s or the Servicersuch Seller Party’s successors or assigns. No Lender Neither the Administrative Agent nor any Managing Agent shall be required to take any action that exposes such Lender Agent Person to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent and the Managing Agents hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent Purchaser hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by execute each of the Administrative Agent Collection Account Agreements on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Purchaser). Each Purchaser hereby authorizes its related Managing Agent to execute the Fee Letter on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent and the CAF Advance Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Lender the Administrative Agent and the CAF Advance Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No Lender Agent shall have As to any duties or responsibilitiesmatters not expressly provided for by this Agreement (including, except those expressly set forth herein or in any other Transaction Documentwithout limitation, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part enforcement of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions collection of the Notes), the Administrative Agent and duties hereunder and under the other Transaction Documents, each Lender CAF Advance Agent shall act solely as agent for its related Lender and does not assume nor be required to exercise any discretion or take any action, but shall be deemed required to have assumed any obligation act or relationship of trust to refrain from acting (and shall be fully protected in so acting or agency with or for refraining from acting) upon the Borrower or the Servicer or any instructions of the Borrower’s or Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Servicer’s successors or assigns. No Lender Administrative Agent and the CAF Advance Agent shall not be required to take any action that which exposes such Lender the Administrative Agent or the CAF Advance Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document Agreement or Applicable Lawapplicable law. The appointment Administrative Agent and authority the CAF Advance Agent agree to give to each Lender prompt notice of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent notice given to file it by any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (Borrower pursuant to the terms of which this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the parties hereto hereby 60 55 agree that neither the Documentation Agent nor the Syndication Agent shall be binding on such Lender have any rights, duties or responsibilities in its capacity as Documentation Agent )or Syndication Agent, as applicable, hereunder and neither the Documentation Agent nor the Syndication Agent shall have the authority to take any action hereunder in its capacity as such.

Authorization and Action. Each Lender, respectively, Buyer hereby designates and appoints its applicable Lender Agent Mellon Bank to act as its agent Administrative Agent hereunder and under each other Transaction Purchase Document, and authorizes such Lender the Administrative Agent to take such actions as agent the Administrative Agent, on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documents, Purchase Documents together with such powers as are reasonably incidental thereto. No Lender The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Purchase Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent shall be read into this Agreement or any other Transaction Purchase Document or otherwise exist for such Lender the Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Purchase Documents, each Lender (i) the Administrative Agent shall act solely as agent for its related Lender the Managing Agents and does the Buyers, and (ii) the Administrative Agent shall not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower Seller or the Servicer or any of the Borrower’s or the Servicer’s their successors or assigns. No Lender The Administrative Agent shall not be required to take any action that exposes such Lender Agent it to personal liability or that is contrary to this Agreement, any other Transaction Purchase Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of the Aggregate Net Investment and the payment of all Obligationsother obligations under this Agreement and the Expiration Date has occurred. Each Lender Agent hereby authorizes the The Administrative Agent will consult with each Managing Agent and each Buyer with respect to file any UCC financing statement deemed necessary notices that may be given, or any determinations that may be made, or any other actions that may be taken by the Administrative Agent on behalf in accordance with the provisions hereof, and the Administrative Agent shall in all cases act or refrain from acting in accordance with the joint instructions of such Lender Agent (the Managing Agents and the Buyers as required pursuant to the terms of which shall be binding on this Agreement, except as otherwise expressly provided in this Article XI and this Agreement. In addition, the Administrative Agent hereby agrees to forward to a Buyer and its related Managing Agent all reports, notices and other information received from the Seller or the Servicer in accordance with the provisions of this Agreement to the extent there is no indication that such Lender Agent )report, notice or information was sent directly to such Buyer and its related Managing Agent, unless such report, notice or information relates solely to TRFCO in the case of Liberty or Liberty in the case of TRFCO.

Authorization and Action. Each Lender, respectively, Holder and Lessor hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement or any other Operative Document as are delegated to such Lender Agent or Lessor or both by the terms of this Agreement and the other Transaction Documentshereof or thereof, together with such powers as are reasonably incidental thereto. No Lender Lessee acknowledges and consents to the rights of Agent shall have pursuant to the immediately preceding sentence. As to any duties or responsibilities, except those matters not expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into provided for by this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction DocumentsOperative Document, each Lender Agent shall act solely as agent for its related Lender and does not assume nor be required to exercise any discretion or take any action, but shall be deemed required to have assumed any obligation act or relationship of trust to refrain from acting (and shall be fully protected in so acting or agency with or for refraining from acting) upon the Borrower or the Servicer or any instructions of the Borrower’s or the Servicer’s successors or assigns. No Lender Requisite Holders, and such instructions shall be binding upon all Holders; provided, however, that Agent shall not be required to take any action that which exposes such Lender Agent to personal liability (unless the Lessor and the Noteholders agree to indemnify the Agent for such costs) or that which is contrary to this Agreement, Agreement or any other Transaction Operative Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment not be liable to any Holder if, in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (accordance with the terms of which shall be binding on such Lender this Agreement or any other Operative Document, it takes or omits to take any action pursuant to the instructions of the Requisite Holders. Agent )agrees to give to each Holder prompt notice of each notice given to it by Lessee pursuant to the terms of this Agreement or any other Operative Document. Agent agrees to perform and discharge the duties and powers delegated to it under this Agreement and the other Operative Documents in accordance with the terms hereof and thereof.

Authorization and Action. (a) Each Lender, respectively, Secured Party hereby designates and appoints its applicable Lender FSI as Deal Agent to act and First Union as its agent hereunder and under each other Transaction DocumentCollateral Agent hereunder, and authorizes such Lender each of the Deal Agent and the Collateral Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent it by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Neither the Deal Agent nor the Collateral Agent shall have any duties or responsibilities, responsibilities except those expressly set forth herein or in any other Transaction Documentherein, or any fiduciary relationship with its related any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Deal Agent or the Collateral Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender the Deal Agent or the Collateral Agent. In performing its functions and duties hereunder and under the other Transaction Documentshereunder, each Lender of the Deal Agent and the Collateral Agent shall act solely as agent for its related Lender the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s its successors or assigns. No Lender Neither the Deal Agent nor the Collateral Agent shall be required to take any action that which exposes such Lender Agent it to personal liability or that which is contrary to this Agreement or applicable law. Except as otherwise provided in this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender the Deal Agent hereunder shall terminate upon at the indefeasible payment in full of all the Obligations. Each Lender Agent hereby authorizes Subject to the Administrative foregoing, the Insurer may request the Deal Agent to file intervene in any UCC financing statement deemed necessary by proceeding that effects the Administrative Agent on behalf of Note or the Collateral and the Borrower, Servicer and Investors consent to such Lender Agent (the terms of which shall be binding on such Lender Agent )intervention.

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such its related Managing Agent and each Lender and the Issuing Lender hereby appoints and authorizes the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Lender Managing Agent or the Administrative Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No The provisions of this Article IX are solely for the benefit of the Managing Agents, the Administrative Agent, the Issuing Lender Agent and the Lenders. The Borrower shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document rights as a third-party beneficiary or otherwise exist for such Lender Agentunder any of the provisions hereof. In performing its their functions and duties hereunder and under hereunder, the other Transaction Documents, each Lender Agent Managing Agents shall act solely as the agent for its the respective Conduit Lenders and the Committed Lenders in the related Lender Group and does do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or other Lenders, the Servicer Borrower, the Servicer, any Originator, any Affiliate thereof or any of the Borrower’s or the Servicer’s their respective successors or and assigns. No Lender Each Managing Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon and the indefeasible payment in full of all Obligations. Each Issuing Lender Agent hereby authorizes the Administrative Agent to (i) file any each of the UCC financing statement deemed necessary by or continuation statements (and amendments thereto and assignments or terminations thereof) and (ii) to execute the Administrative Agent Blocked Account Agreements on behalf of such Lender Agent the Lenders (the terms of which shall will be binding on such the Lenders) and the Issuing Lender Agent (the terms of which will be binding on the Issuing Lender).

Authorization and Action. Each LenderOwner hereby accepts the appointment of Barclays Bank PLC, respectively, hereby designates and appoints its applicable Lender as Purchasers’ Agent to act as its agent hereunder and under each other Transaction Documenthereunder, and authorizes such Lender the Purchasers’ Agent to take such actions action as agent on its behalf and to exercise such powers as are delegated to such Lender the Purchasers’ Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No Lender The Purchasers’ Agent reserves the right, in its sole discretion, to take any actions, exercise any rights or remedies under this Subclass B-1 Note Purchase Agreement and any related agreements and documents. Except for actions which the Purchasers’ Agent is expressly required to take pursuant to this Subclass B-1 Note Purchase Agreement, the Purchasers’ Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that which exposes such Lender the Purchasers’ Agent to personal liability or that which is contrary to this Agreement, applicable law unless the Purchasers’ Agent shall receive further assurances to its satisfaction from the Owners of the indemnification obligations under Section 9.04 hereof against any other Transaction Document and all liability and expense which may be incurred in taking or Applicable Lawcontinuing to take such action. The Purchasers’ Agent agrees to give to each Owner prompt notice of each notice and determination given to it by the Issuer, the Servicer and the Indenture Trustee, pursuant to the terms of this Subclass B-1 Note Purchase Agreement or the Indenture. Subject to Section 9.06 hereof, the appointment and authority of each Lender the Purchasers’ Agent hereunder shall terminate upon the indefeasible payment in full to (a) each Sheffield Owner of all Obligations. Each Lender amounts owing to such Owner hereunder and (b) the Purchasers’ Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )all amounts due hereunder.

Authorization and Action. Each Lender, respectively, Lender hereby designates appoints KeyBank as Administrative Lender and appoints its applicable authorizes Administrative Lender Agent to act as its agent hereunder and perform the functions of the Administrative Lender under each other Transaction Documentthe Loan Documents, and authorizes such Lender Agent to take such actions as agent on its such Lender's behalf and to exercise such powers and perform such duties under the Loan Documents as are expressly delegated to such Administrative Lender Agent by the terms of this Agreement and the other Transaction Documentsthereof, together with such other powers as are reasonably incidental thereto. No Administrative Lender Agent shall have any no duties or responsibilities, responsibilities except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderthe Loan Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Loan Document or otherwise exist for such against Administrative Lender. Notwithstanding anything to the contrary contained herein, Administrative Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that which is contrary to any Loan Document or applicable law. Neither Administrative Lender nor any Lender shall be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower contained in any Loan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Loan Document or for any failure by Borrower to perform its respective obligations hereunder or thereunder. Administrative Lender may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Administrative Lender nor any of its directors, officers, employees or agents shall be responsible to any Lender for any action taken or omitted to be taken by it or them under any Loan Document or in connection therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Administrative Lender Agent hereunder shall terminate upon take such action with respect to the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary Loan Documents as shall be directed by the Majority Lenders. Upon the request of a Lender, Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent request information from Borrower under Section 7.3(i).

Authorization and Action. (a) Each Lender, respectively, Lender and each Issuing Lender hereby designates irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and appoints its applicable successors and assigns to serve as the administrative agent and collateral agent under the Credit Documents and each Lender Agent to act as its agent hereunder and under each other Transaction Document, and Issuing Lender authorizes such Lender the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of under this Agreement and the other Transaction Documents, together with Credit Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilitiesIn addition, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on to the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and extent required under the laws of any jurisdiction other Transaction Documentsthan within the United States, each Lender and each Issuing Lender hereby grants to the Administrative Agent shall act solely as agent for its related any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lxxxxx’s or such Issuing Lxxxxx’s behalf. Without limiting the foregoing, each Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No each Issuing Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by execute and deliver, and to perform its obligations under, each of the Credit Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Credit Documents. For the purposes of holding any hypothec granted to the Attorney (as defined below) pursuant to the laws of the Province of Québec to secure the prompt payment and performance of any and all Obligations by any Credit Party, each of the Secured Parties hereby irrevocably appoints and authorizes the Administrative Agent and, to the extent necessary, ratifies the appointment and authorization of the Administrative Agent, to, as part of its duties as Administrative Agent, act as the hypothecary representative of the creditors as contemplated under Article 2692 of the Civil Code of Québec (in such capacity, the “Attorney”), and to enter into, to take and to hold on behalf their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any related deed of such Lender Agent hypothec. The Attorney shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney pursuant to any such deed of which hypothec and applicable law, and (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Secured Parties and Credit Parties. Any person who becomes a Secured Party shall, by its execution of an Assignment and Assumption, be deemed to have consented to and confirmed the Attorney as the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Secured Party, all actions taken by the Attorney in such capacity. The substitution of the Administrative Agent pursuant to the provisions of this Section 11 shall be binding on such Lender Agent ).also result in the substitution of the Attorney. 160

Authorization and Action. Each Lender, respectively, Purchaser hereby designates and appoints its applicable Lender Agent First Chicago to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documents, Documents together with such powers as are reasonably incidental thereto. No Lender The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lenderany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender the Administrative Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender the Administrative Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender the Administrative Agent shall act solely as agent for its related Lender the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer Seller or any of the Borrower’s or the Servicer’s its successors or assigns. No Lender The Administrative Agent shall not be required to take any action that which exposes such Lender the Administrative Agent to personal liability or that which is contrary to this Agreement, any other Transaction Document or Applicable Lawapplicable law. The appointment and authority of each Lender the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent Purchaser hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent execute on behalf of such Lender Agent Purchaser (the terms of which shall be binding on such Lender Purchaser) each of the Uniform Commercial Code financing statements, together with such other instruments or documents determined by the Administrative Agent )to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Purchasers contemplated hereunder. Section 9.2.

Authorization and Action. Each Lender, respectively, Lender hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers and discretion under the other Loan Documents as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documentsthereof, together with such powers and discretion as are reasonably incidental thereto. No Lender As to any matters not expressly provided for by the Loan Documents (including enforcement of any Loan Document or collection of any amounts thereunder), the Administrative Agent shall not be required to exercise any discretion or take any action. 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 any other Transaction Documentherein, or any fiduciary relationship with its related any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Loan Document or otherwise exist for such Lender against the Administrative Agent. In performing its functions The Administrative Agent shall be fully protected in acting (or refraining from acting) in accordance with the instructions of the Required Lenders, and duties such action (or such refraining from acting) shall be binding upon all Lenders and all holders of Loans. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the other Transaction DocumentsLenders pro rata against any and all liability, each Lender cost and expense that it may incur by reason of taking or continuing to take any such action. In no event shall the Administrative Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender (or refrain from taking any action) which the Administrative Agent deems in good faith (i) to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all Obligations. Each Lender Agent hereby authorizes expose the Administrative Agent to file any UCC financing statement deemed necessary potential personal liability or (ii) to be contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Administrative Agent on behalf of such Lender Agent (Borrower pursuant to the terms of which shall be binding on such Lender Agent )this Agreement.

Authorization and Action. Each Lender, respectively, Owner hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, accepts the appointment of and authorizes such Lender the Administrative Agent to take such actions action as agent on its behalf and to exercise such powers as are delegated to such Lender the Administrative Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No Lender When requested to do so by the Majority Owners, the Administrative Agent shall have any duties take such action or responsibilities, except those expressly set forth herein refrain from taking such action as the Majority Owners direct under or in connection with or on any other Transaction Documentmatter relating to the Seller, or any fiduciary relationship with its related Lenderthe Servicer, and no implied covenantsLexmark, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any of the other Transaction Document or otherwise exist for such Lender AgentPurchase Documents. In performing its functions the event of a conflict between a determination or calculation made by the Administrative Agent and duties hereunder and under a determination or calculation made by the other Transaction DocumentsBuyer or the Majority Owners, each Lender the determination or calculation of the Majority Owners shall control. Except for actions which the Administrative Agent is expressly required to take pursuant to this Agreement or the Asset Purchase Agreement, the Administrative Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that which exposes such Lender the Administrative Agent to personal liability or that which is contrary to applicable law unless the Administrative Agent shall receive further assurances to its satisfaction from the Owners of the indemnification obligations under Section 8.05 hereof against any and all liability and expense which may be incurred in taking or continuing to take such action. The Administrative Agent agrees to give to each Owner prompt notice of each notice and determination given to it by the Seller, the Servicer or Lexmark, or by it to the Seller, the Servicer or Lexmark, pursuant to the terms of this Agreement. Subject to Section 8.06 hereof, any other Transaction Document or Applicable Law. The the appointment and authority of each Lender the Administrative Agent hereunder shall terminate upon at the indefeasible later to occur of (i) the payment in full to (a) each Owner of all Obligations. Each Lender Agent hereby authorizes amounts owing to such Owner hereunder and (b) the Administrative Agent to file any UCC financing statement deemed necessary by of all amounts due hereunder and (ii) the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )Expiration Date.

Authorization and Action. Each LenderOwner hereby accepts the appointment of Barclays Bank PLC, respectively, hereby designates and appoints its applicable Lender as Purchaser’s Agent to act as its agent hereunder and under each other Transaction Documenthereunder, and authorizes such Lender the Purchaser’s Agent to take such actions action as agent on its behalf and to exercise such powers as are delegated to such Lender the Purchaser’s Agent by the terms of this Agreement and the other Transaction Documentshereof, together with such powers as are reasonably incidental thereto. No Lender The Purchaser’s Agent reserves the right, in its sole discretion, to take any actions, exercise any rights or remedies under this Subclass B-2 Note Purchase Agreement and any related agreements and documents. Except for actions which the Purchaser’s Agent is expressly required to take pursuant to this Subclass B-2 Note Purchase Agreement, the Purchaser’s Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that which exposes such Lender the Purchaser’s Agent to personal liability or that which is contrary to this Agreement, applicable law unless the Purchaser’s Agent shall receive further assurances to its satisfaction from the Owners of the indemnification obligations under Section 9.04 hereof against any other Transaction Document and all liability and expense which may be incurred in taking or Applicable Lawcontinuing to take such action. The Purchaser’s Agent agrees to give to each Owner prompt notice of each notice and determination given to it by the Issuer, the Servicer and the Indenture Trustee, pursuant to the terms of this Subclass B-2 Note Purchase Agreement or the Indenture. Subject to Section 9.06 hereof, the appointment and authority of each Lender the Purchaser’s Agent hereunder shall terminate upon the indefeasible payment in full to (a) each Sheffield Owner of all Obligations. Each Lender amounts owing to such Owner hereunder and (b) the Purchaser’s Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent )all amounts due hereunder.

Authorization and Action. Each Lender, respectively, hereby designates and appoints its applicable Lender Agent to act as its agent hereunder and under each other Transaction Document, and authorizes such Lender Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Lender Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Lender Agent shall have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with its related Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for such Lender Agent. In performing its functions and duties hereunder and under the other Transaction Documents, each Lender Agent shall act solely as agent for its related Lender and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Borrower or the Servicer or any of the Borrower’s or the Servicer’s successors or assigns. No Lender Agent shall be required to take any action that exposes such Lender Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or Applicable Law. The appointment and authority of each Lender Agent hereunder shall terminate upon the indefeasible payment in full of all ObligationsAggregate Unpaids. Each Lender Agent hereby authorizes the Administrative Agent to file any UCC financing statement deemed necessary by the Administrative Agent on behalf of such Lender Agent (the terms of which shall be binding on such Lender Agent Agent).