Common use of Authorization and Action Clause in Contracts

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the 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 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 Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. The Administrative Agent shall distribute a copy of all material modifications, amendments, extensions, consolidations, restatements, alterations, changes or revisions to any one or more of the Facility Documents (including, without limitation, waiver or consents entered into, executed or delivered by the Administrative Agent, but excluding the Administrative Agent Fee Letter), to each of the Lenders. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Facility Document to which the Administrative Agent is a party (if any) as duties on its part to be performed or observed. The Administrative Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement and the transactions contemplated hereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Facility Documents, 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 written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Agent Administrative Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or, by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the Administrative Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swingline Bank (if applicable) and an Issuing Bank (if applicable)) hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents, and the Administrative Agent may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. As to any matters not expressly provided for by this Agreement the Loan Documents (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 not incur any liability to any Lender Party and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders Lender Parties 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. Without limiting the generality foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of the foregoing, (a) Administrative Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the Agent shall not be subject to any fiduciary or other implied duties, regardless instructions of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01)or, and (c) except as expressly set forth in if so specified by this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any applicable greater percentage of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacityLenders). The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Required Lenders to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for the failure to disclose, any information relating to Parent, the Borrower or action taken by any of the Subsidiaries that is communicated to or obtained by it or such Person in accordance with any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Required Lenders or Persons purporting to be the Required Lenders are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Required Lenders or Persons purporting to be the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Majority Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Majority Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given by the failure to disclose, any information relating to Parent, Majority Lenders (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Majority Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders, or Persons purporting to be the Majority Lenders, are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders, or Persons purporting to be the Majority Lenders, are not entitled to give such direction, instruction or notice. The Collateral Agent shall be entitled to conclusively rely upon any direction, instruction or notice provided by the Administrative Agent as if provided by the requisite Lenders authorized to provide such direction, instruction or notice hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Collateral Manager, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, (a) the Agent or provide to a similar effect, it shall not be subject in its instructions (or by refusing to any fiduciary provide instruction) to such Agent withhold its consent or other implied duties, regardless of whether a Default or exercise its discretion in an Event of Default has occurred and is continuing, unreasonable manner. (b) If the Collateral Agent shall not have any duty to take any discretionary action has been requested or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage by the Administrative Agent acting at the direction of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (cRequired Lenders) except as expressly set forth in to take any action pursuant to any provision of this AgreementAgreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to disclosetake any action to exercise or enforce any power, and shall not be liable for the failure right or remedy available to disclose, any information relating to Parent, the Borrower it under this Agreement or any of the Subsidiaries that is communicated to or obtained by it other Facility Document or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default Related Document unless and until written notice thereof is given to the Agent directed in writing by the Borrower Required Lenders (or a Lender. The the Administrative Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, on their behalf) and the Collateral Agent agrees to give to each Lender prompt notice of each notice given shall have been provided indemnity acceptable to it by the Borrower pursuant to the terms of this Agreementagainst any expenditure, risk, cost, expense or liability in acting on such direction.

Authorization and Action. (a) Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable) and as an Issuing Bank (if applicable)) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (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 Lender Parties and all holders of Notes; provided, however, 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. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Administrative Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees (i) to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement, and (ii) to provide to each Lender Party promptly upon the Administrative Agent’s receipt copies of the notices, financial information, documentation and other written materials provided to it pursuant to the terms of Section 5.03 of this Agreement. Notwithstanding anything to the contrary in any Loan Document, no Person identified as a syndication agent, documentation agent, senior manager, lead arranger or book running manager, in such Person’s capacity as such, shall have any obligations or duties to any Loan Party, the Administrative Agent or any other Lender Party under any of such Loan Documents. The obligations of Administrative Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Administrative Agent as a trustee for any Lender Party or to create an agency or fiduciary relationship. Administrative Agent shall act as the contractual representative of the Lender Parties hereunder and notwithstanding the use of the term ‘Administrative Agent’, it is understood and agreed that the Administrative Agent shall not have any fiduciary duties or responsibilities to any Lender Party by reason of this Agreement or any other Loan Document and is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Agreement or the other Loan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement (includingAgreement, without limitation, including enforcement or collection of the Notes)Loans and Drafts, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; providedthe Lenders, however, provided that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement the Loan Documents or applicable law. Without limiting law and provided, further, that without the generality consent of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreementall Lenders, the Agent shall not have change or modify any duty to discloseLender's Commitment, the definition of "Majority Lenders", the timing or rates of interest payments, the timing or amounts of principal payments due in respect of Loans and Drafts, and provided, further, that the terms of Article 4 shall not be liable for amended without the failure to disclose, any information relating to Parent, the Borrower or any consent of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01Seafirst, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to provided, further, that the terms of Sections 2.3 and 2.10(a), and this AgreementArticle 10 shall not be amended without the prior written consent of the Agent (acting for its own account). In the absence of instructions from the Majority Lenders, the Agent shall have authority (but no obligation), in its sole discretion, to take or not to take any action, unless this Agreement specifically requires the consent of the Lenders or the consent of the Majority Lenders and any such action or failure to act shall be binding on all the Lenders. Each Lender and each holder of any Note shall execute and deliver such additional instruments, including powers of attorney in favor of the Agent, as may be necessary or desirable to enable the Agent to exercise its powers hereunder.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Transaction Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Transaction Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Transaction Document to which the Administrative Agent is a party (if any) as duties on its part to be performed or observed. The Administrative Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement and the transactions contemplated hereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Transaction Documents, 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 written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Agent Administrative Agent, in its judgment, to personal liability or that which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Transaction Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Transaction Document or under Applicable Law. Each Lender agrees that in any instance in which the Transaction Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or, by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the Administrative Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan 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 Loan Documents. (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including enforcement or collection of the Notescollection), 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 written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under necessary, pursuant to the circumstances as provided terms in Section 8.01the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (ci) except the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in this Agreementthe Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parentthe Borrower, the Borrower any Subsidiary or any Affiliate of any of the Subsidiaries foregoing that is communicated to or obtained by it the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; and (ii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account; (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) None of any Co-Syndication Agent, any Co-Documentation Agent or any Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement obligations in respect of LC Disbursements shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed not to have knowledge authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Default Lender or Event Issuing Bank any plan of Default unless reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding. (g) The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and until written notice thereof is given the Issuing Banks, and, except solely to the Agent by extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a Lenderthird party beneficiary under any such provisions. The Agent agrees Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to promptly make available to each Lender all information delivered have agreed to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms provisions of this AgreementArticle.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the Administrative Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such 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 LendersLenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided herein), 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. Without limiting The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by Mondelēz International or any other Borrower as required by the generality terms of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that or at the Agent is required to exercise in writing as directed by the Required Lenders (request of Mondelēz International or such other number or percentage of the Lenders as shall be necessary under the circumstances as Borrower, and any notice provided in pursuant to Section 8.015.01(c)(iv), and (c) except as expressly set forth in this Agreement, the but otherwise no Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower Mondelēz International or any of the its Subsidiaries or affiliates that is communicated to or obtained by it the Person serving as an Agent or any of its Affiliates affiliates in any capacity. The Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed not to have knowledge any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Default or Event applicable law. Instead, such term is used merely as a matter of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01market custom, and the Agent agrees is intended to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementcreate or reflect only an administrative relationship between independent contracting parties.

Authorization and Action. Each Lender By accepting the benefits of this Agreement, each Secured Party hereby designates and appoints DZ Bank to act as its agent hereunder and under each other Related Document, and authorizes the Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, of this Agreement and the other Related Documents together with such powers and discretion as are reasonably incidental thereto. As to The Agent shall not have any matters not duties or responsibilities, except those expressly provided for by set forth herein or in any other Related Document, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement (including, without limitation, enforcement or collection of any other Related Document or otherwise exist for the Notes)Agent. In performing its functions and duties hereunder and under the other Related Documents, the Agent shall act solely as agent for the Secured Parties and does not be required to exercise any discretion or take any action, but assume nor shall be required deemed to act have assumed any obligation or to refrain from acting (and shall be fully protected in so acting relationship of trust 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 agency with or for any GWG Party. The Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement Agreement, any other Related Document or applicable law. The appointment and authority of the Agent hereunder shall terminate on the Final Payout Date. Each Secured Party hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements, together with such other instruments or documents determined by the 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 Secured Party (the terms of which shall be binding on such Secured Party). The 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. Without limiting the generality of the foregoing, (a) the Agent shall is authorized (but not required) to act on behalf of the Secured Parties in connection with providing such instructions, approvals, waivers or consents as may from time to time be subject required hereunder or under the other Related Documents to any fiduciary permit or other implied duties, regardless of whether a Default authorize or an Event of Default has occurred and is continuing, (b) direct the Agent shall not have any duty Borrower to take or refrain from taking any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement under the Related Documents; provided that the Agent is required may at any time, in its sole discretion, elect to exercise in writing refrain from providing any such instructions, approvals, waivers or consents until such time as directed by it shall have received the Required Lenders (or such other number or percentage consent thereto of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementMajority Lenders.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent, the Collateral Administrator and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersMajority Lenders or, and with respect to the Collateral Agent, the Administrative Agent; provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders), to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or the Administrative Agent on their behalf). Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such other number Person in accordance with any notice given by the Majority Lenders or percentage the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders as shall be necessary under or the circumstances as provided in Section 8.01Required Lenders), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. The Collateral Agent shall be entitled to conclusively rely upon directions provided by the Administrative Agent as if provided by the requisite Lenders authorized to provide such direction hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five-Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. None of the Agents or the Collateral Administrator shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent or the Collateral Administrator shall be read into this Agreement or any other Facility Document to which such Agent or the Collateral Administrator is a party (if any) as duties on its part to be performed or observed. None of the Agents or the Collateral Administrator shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection none of the Notes), Agents or the Agent Collateral Administrator 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 written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability or that the Collateral Administrator liability, cost or expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s or the Collateral Administrator’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s or the Collateral Administrator’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent or the Collateral Administrator to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parent, as applicable (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01Required Lenders), and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice. The Collateral Agent shall be entitled to conclusively rely upon directions provided by the Administrative Agent as if provided by the requisite Lenders authorized to provide such direction hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent or the Collateral Administrator is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Collateral Manager, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent or the Collateral Administrator, as applicable, does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent or the Collateral Administrator may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent or the Collateral Administrator shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions. (e) Nothing herein obligates the Collateral Agent to commence, prosecute or defend legal proceedings in any instance, whether on behalf of the Borrower or on its own behalf or otherwise, with respect to any matter arising hereunder, or relating to this Agreement or the services contemplated hereby.

Authorization and Action. (a) Each Lender on its own behalf (and, for the purposes of Article 10 and the Swap Guarantee, on behalf of each of its Affiliates which is or becomes a Swap Lender) hereby irrevocably appoints and authorizes the Agent to take such action as be its agent in its name and on its behalf and to exercise such rights or powers and discretion granted to the Agent or the Lenders under this Agreement as are delegated to the Agent by extent specifically provided herein and on the terms hereof, together with such powers and discretion as are reasonably incidental theretothereto and the Agent hereby accepts such appointment and authorization. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)Agreement, the Agent shall not be required to exercise any discretion or take any action, but but, subject to Section 14.9, 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, Majority Lenders and such instructions shall be binding upon all Lenders and all holders of NotesLenders; provided, however, that the Agent shall not be required to take any action that which exposes the Agent to personal liability in such capacity or that which could result in the Agent’s incurring any costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, Laws. (b) Except as provided otherwise in Section 14.1(e), where the Agent terms of this Agreement or the Security refer to any action to be taken hereunder or thereunder by the Lenders or to any such action that requires the consent, approval, satisfaction, agreement or other determination of the Lenders, the action taken by and the consent, approval, satisfaction, agreement or other determination given or made by the Majority Lenders shall not have any duty to take any discretionary constitute the action or exercise any discretionary powersconsent, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (approval, agreement or such other number or percentage determination of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and herein or therein referred to. (c) except Except as expressly set forth provided otherwise in this AgreementSection 14.1, the Agent shall not have the right to take such actions as it deems necessary, or to refrain from taking such actions or to give agreements, consents, approvals or instructions to the Borrower on behalf of the Lenders in respect of all matters referred to in or contemplated by this Agreement. (d) Except as provided otherwise in Section 14.1(e) or where this Agreement expressly requires that any duty matter be determined or consented to disclose, and shall not be liable for by all the failure to discloseLenders, any information relating to Parent, provision of this Agreement may be amended only if the Borrower or any of and the Subsidiaries that is communicated to or obtained by it or any of its Affiliates Majority Lenders so agree in any capacity. The Agent shall be deemed not to have knowledge of writing and any Default or Event of Default unless and until written notice thereof is given to may be waived before or after it occurs only if the Agent by the Borrower Majority Lenders so agree in writing. (e) Any amendment, extension or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01waiver of, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to or consent or determination relating to, the terms of this Agreement which changes or relates to: (i) the Total Commitment or the Commitment of any Lender except as permitted by this Agreement; (ii) a decrease in the rates, or an extension in the dates of payment, of interest payable hereunder; (iii) a decrease in the amount, or an extension in the dates of payment, of fees payable hereunder except for (A) fronting fees payable pursuant to Section 3.5 (which may be varied with the consent of the LC Issuer) and (B) agency fees payable pursuant to Section 3.8 (which may be varied with the consent of the Agent); (iv) a decrease in the amount, or an extension in the dates of payment, of principal required hereunder; (v) the types of Advances available hereunder; (vi) the extension provisions in Section 2.3 except for the notice periods referred to therein; (vii) an assignment or transfer by the Borrower of any or all of its rights and obligations under this Agreement; (viii) any release of the Security; (ix) any assignment or transfer by a Restricted Subsidiary of, or release or amendment of, any or all of its obligations under any Restricted Subsidiary Guarantee not provided for hereunder; (x) Section 14.17 (a)(ii); or (xi) this Section 14.1(e); shall require the unanimous consent in writing of all the Lenders; provided that: (A) any amendment or waiver which changes or relates to the rights or obligations of the Agent, any LC Issuer or the Swing Line Lender shall also require the agreement of the Agent, the LC Issuer or such Swing Line Lender, as applicable; and (B) any amendment or waiver which changes or relates to Section 10.3 or this paragraph (B) or which would adversely affect in any material way the Security insofar as it pertains to a Swap Lender shall also require the agreement of the Swap Lender so affected; and all references to unanimous consent in such context shall be construed accordingly. (f) If any matter requiring unanimous consent of the Lenders pursuant to Section 14.1(e) is approved by the Majority Lenders (the “Consenting Lenders”) but there are Lenders which did not agree to provide their consent (each being a “Non-Consenting Lender”), then: (i) the Borrower may require any Non-Consenting Lender to assign all of its rights, benefits and interests under its Commitments and its Pro Rata Shares of all Loan Indebtedness then outstanding (collectively, the “Assigned Interests”) to (A) any Consenting Lenders which have agreed to increase their Commitments and purchase Assigned Interests, and (B) to the extent the Assigned Interests are not transferred to Consenting Lenders, assignees selected by the Borrower and acceptable to the Agent and any LC Issuer, each acting reasonably. Such assignments shall be effective upon execution of Lender Assignment Agreements, upon payment to the relevant Non-Consenting Lender (in immediately available funds) by the relevant assignee of an amount equal to its Pro Rata Shares of all Loan Indebtedness being assigned, upon execution of an intercreditor agreement if requested by such Non-Consenting Lender pursuant to Section 10.3 (but only if such Non-Consenting Lender or its Affiliate is a Swap Lender) and upon payment by the relevant assignee to the Agent (for the Agent’s own account) of the transfer fee contemplated in Section 15.1(b). Upon such assignment and transfer, the Non-Consenting Lender shall have no further right, interest or obligation in respect of the Assigned Interests and the assignee thereof shall succeed to the position of such Lender as if the same was an original party hereto in the place and stead of such Non-Consenting Lender; and (ii) to the extent that the Borrower has not caused any Non-Consenting Lender to assign its rights and interests to a Consenting Lender or other assignee as provided in paragraph (i) above, the Borrower may, at any time and notwithstanding any other provision hereof, repay to such Non-Consenting Lender its Pro Rata Shares of all Loan Indebtedness then outstanding, without making corresponding repayments to the Consenting Lenders, and the Borrower may cancel such Non-Consenting Lender’s Commitments; provided that such cancellation shall require the prior consent of all of the Consenting Lenders and shall also require the execution of an intercreditor agreement if requested by such Non-Consenting Lender pursuant to Section 10.3 (but only if such Non-Consenting Lender or its Affiliate is a Swap Lender). Upon completion of the foregoing, such Non-Consenting Lender shall have no further right, interest, benefit or obligation in respect of the Credit Facility and the Total Commitment shall be reduced by the amount of such Non-Consenting Lender’s cancelled Commitments; provided that the Borrower may only exercise its rights under this Section 14.1(f) by giving notice to the Agent of its intent to do so within 60 days after being notified of the lack of unanimous consent and then only if all of the Commitments of all of the Non-Consenting Lenders are assigned or cancelled in accordance with the provisions of this Section 14.1(f). Any assignment or prepayment pursuant to this Section 14.1(f) shall be subject to the indemnification provisions in Sections 13.2(d) and 13.2(e), if applicable. (g) The Agent shall declare an Event of Default and demand payment under Section 11.2 of any or all of the Loan Indebtedness when directed to do so by written notice of the Majority Lenders.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders), to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Administrative Agent or the Required Lenders to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for the failure to disclose, any information relating to Parent, the Borrower or action taken by any of the Subsidiaries that is communicated to or obtained by it or such Person in accordance with any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower Administrative Agent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Administrative Agent or the Required Lenders or Persons purporting to be the Administrative Agent or the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender Holder hereby appoints Lead Rich as the Collateral Agent hereunder and each Holder hereby authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Note Documents as are delegated to the Collateral Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Without limiting the foregoing, each Holder hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of the Note Documents to which the Collateral Agent is a party, to exercise all rights, powers and remedies that the Collateral Agent may have under such Note Documents and, in the case of the Security Documents, to act as agent for Holders. (b) As to any matters not expressly provided for by this Agreement or the other Note Documents (including, without limitation, including enforcement or collection of the Notescollection), the Collateral 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 LendersRequisite Holders, and such instructions shall be binding upon all Lenders and all holders of NotesHolders; provided, however, that the Collateral Agent shall not be required to take any action that (i) the Collateral Agent in good faith believes exposes the Agent it to personal liability unless the Collateral Agent receives an indemnification satisfactory to it from the Holders with respect to such action or that (ii) is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Collateral Agent agrees to give to each Lender Holder prompt notice of each notice given to it by the Borrower Issuer or any other Obligor pursuant to the terms of this AgreementAgreement or the other Note Documents. (c) In performing its functions and duties hereunder and under the other Note Documents, the Collateral Agent is acting solely on behalf of the Holders and its duties are entirely administrative in nature. The Collateral Agent does not assume and shall not be deemed to have assumed any obligation other than as expressly set forth herein and in the other Note Documents or any other relationship as the agent, fiduciary or trustee of or for any Holder or holder of any other Obligation. The Collateral Agent may perform any of its duties under any Note Document by or through its agents or employees.

Authorization and Action. (a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan 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 Loan Documents. (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including enforcement or collection of the Notescollection), 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 written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under necessary, pursuant to the circumstances as provided terms in Section 8.01the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (ci) except the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in this Agreementthe Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parentthe Company, the Borrower any Subsidiary or any Affiliate of any of the Subsidiaries foregoing that is communicated to or obtained by it the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether an Unmatured Event of Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and the transactions contemplated hereby; and (ii) nothing in this Agreement or any other Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) No Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such Persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to any Loan Party under any Federal, State or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any other Secured Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Company) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 4, 5, 7.6, 8.1, 8.3, 15.4 and 15.16) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 15.4 or 15.16). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding. (g) The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except solely to the extent of the Company’s rights to consent pursuant to and subject to the conditions set forth in this S▇▇▇▇▇▇ ▇▇, ▇▇▇▇ of the Company or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantee Obligations created under the Loan Documents, to have knowledge of any Default or Event of Default unless and until written notice thereof is given agreed to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms provisions of this AgreementSection 14.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Facility Document to which the Administrative Agent is a party (if any) as duties on its part to be performed or observed. The Administrative Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Facility Documents, 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 written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Agent Administrative Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the Administrative Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parentas applicable, (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise or any other Facility Document or any Related Document unless and until directed in writing as directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or the Administrative Agent on their behalf) and the Collateral Agent shall have been provided indemnity acceptable to it against any expenditure, risk, cost, expense or liability in acting on such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and direction. (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parentas applicable, (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Servicer, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, 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)other Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, whether at the direction of the Required Lenders or otherwise 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 which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement Agreement, the other Loan Documents or applicable lawLaw. Without limiting Concurrently herewith, each Lender directs the generality Administrative Agent and the Administrative Agent is authorized to enter into the Loan Documents and any other related agreements in the forms presented to the Administrative Agent. The provisions of this Section 10 are solely for the benefit of the foregoingAdministrative Agent and the Lenders, (a) and neither the Agent Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any such provisions. Each Lender agrees that in any instance in which this Agreement provides that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, such Lender shall not be subject in its instructions (or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. It is expressly agreed and acknowledged that the Administrative Agent is not guaranteeing performance of, or assuming any liability, for the obligations of the other parties hereto or any parties to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Collateral. The Administrative Agent shall not have liability for any duty to take any discretionary action failure, inability or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that unwillingness on the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge part of any Default or Event of Default unless Loan Party to provide accurate and until written notice thereof is given complete information on a timely basis to the Agent by Administrative Agent, or otherwise on the Borrower or a Lender. The Agent agrees part of any such party to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on the Administrative Agent’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof. For purposes of clarity, phrases such as “satisfactory to the Administrative Agent,” “approved by the Administrative Agent,” “acceptable to the Administrative Agent,” “as determined by the Administrative Agent,” “in the Administrative Agent’s discretion,” “selected by the Administrative Agent,” “elected by the Administrative Agent,” “requested by the Administrative Agent,” if any, and phrases of similar import (including, without limitation, any allocations to be determined by the Administrative Agent pursuant to any Loan Document or any actions required of the Administrative Agent in connection with the collection, adjustment or settlement under an insurance policy pursuant to any Loan Document) that authorize and permit the Administrative Agent to approve, disapprove, determine, act or decline to act in its discretion shall be subject to the Administrative Agent’s receiving written direction from the Required Lenders to take such action or to exercise such rights. (b) If the Person serving as the Administrative Agent hereunder is also a Lender, the Administrative Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person servicing as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party or any of their Affiliates as if such Person were not the Administrative Agent hereunder and without any duty to account therefore to the Lenders. (c) The Administrative Agent shall promptly provide each Lender with copies of all notices, reports and other information it receives pursuant to this Agreement and the other Loan Documents, except to the extent that any Loan Party is expressly obligated to provide the same directly to each Lender.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the Holdco Guaranty Agreement as are delegated to the Administrative Agent by the terms hereofhereof and thereof, 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 LendersLenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided herein), 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, the Holdco Guaranty Agreement or applicable law. Without limiting The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Borrower as required by the generality terms of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that or at the Agent is required request such Borrower, and any notice provided pursuant to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.015.01(c)(iv), and (c) except as expressly set forth in this Agreement, the but otherwise no Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower ▇▇▇▇▇ ▇▇▇▇▇ or any of the its Subsidiaries or Affiliates that is communicated to or obtained by it the Person serving as an Agent or any of its Affiliates in any capacity. The Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed not to have knowledge any fiduciary relationship with any Lender, Issuing Bank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Default or Event applicable law. Instead, such term is used merely as a matter of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01market custom, and the Agent agrees is intended to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementcreate or reflect only an administrative relationship between independent contracting parties.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of Agent shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement or the other Loan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement (includingAgreement, without limitation, including enforcement or collection of the Notes)Loan, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; providedLenders, however, provided that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement the Loan Documents or applicable law. Without limiting law and provided, further, that without the generality consent of the foregoingall Lenders, (a) the Agent shall not change or modify the Commitment, any Lender's Pro Rata Share, Funded Pro Rata Share, Adjusted Pro Rata Share, or Funded Adjusted Pro Rata Share of the Commitment, the definition of "Majority Lenders," the timing or rates of interest payments, the timing or amount of facility fees, the timing or amounts of principal payments due in respect of the Loan, and provided, further, that the terms of Section 2.3 and this Article 10 shall not be subject to any fiduciary or other implied dutiesamended without the prior written consent of Agent (acting for its own account). In the absence of instructions from the Majority Lenders, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall have authority (but no obligation), in its sole discretion, to take or not have any duty to take any discretionary action, unless this Agreement specifically requires the consent of Lenders or the consent of the Majority Lenders and any such action or exercise any discretionary powersfailure to act shall be binding on all Lenders and holders of the Notes. Each Lender shall execute and deliver such additional instruments, except discretionary rights and including powers expressly contemplated by this Agreement that the of attorney in favor of Agent, as may be necessary or desirable to enable Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementpowers hereunder.

Authorization and Action. Each Lender hereby irrevocably appoints U.S. Bank as Agent, and authorizes Agent to act as its agent under the Agent Loan Documents and to take such action as agent actions on its such Lender's behalf and to exercise such powers and discretion perform such duties under this Agreement the Loan Documents as are expressly delegated to the Agent by the terms hereofthereof, together with such other 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 Agent shall not be required to exercise any discretion have no duties or take any actionresponsibilities except those expressly set forth in the Loan Documents, but and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be required read into any Loan Document or otherwise exist against Agent. Notwithstanding anything 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 Lenderscontrary contained herein, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that which is contrary to this Agreement any Loan Document or applicable law. Without limiting the generality of the foregoing, (a) the Neither Agent nor any Lender shall not be subject responsible to any fiduciary other Lender for any recitals, statements, representations or other implied dutieswarranties made by Borrower contained in any Loan Document, regardless for the value, validity, effectiveness, genuineness, enforceability or sufficiency of whether a Default any Loan Document or an Event of Default has occurred the Collateral or for any failure by Borrower to perform its respective obligations hereunder or thereunder. Agent may employ agents and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, attorneys-in-fact and shall not be liable responsible to any Lender for the failure negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees or agents shall be responsible to discloseany 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, Agent shall take such action with respect to the Loan Documents as shall be directed by the Majority Lenders. Notwithstanding the foregoing, Agent shall have the right, after consultation with Borrower, which consultation shall not be unreasonably withheld or delayed, to change the terms, structure, pricing and/or any information relating to Parent, the Borrower or amount of any of the Subsidiaries that is communicated Credits, including the right to or obtained by it or reallocate the relative principal loan amounts among any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, Term Loans and the Line of Credit, and/or to establish additional Term Loan tranches in the event a syndication of the Credits has not been successfully completed; provided however, that agent shall not have the right to change the aggregate amount of the Credits unless Agent agrees determines in its sole discretion that such change is necessary to give to each Lender prompt notice ensure a successful syndicate of each notice given to it by the Borrower pursuant to the terms of this AgreementCredits.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, (a) the Agent or provide to a similar effect, it shall not be subject in its instructions (or by refusing to any fiduciary provide instruction) to such Agent withhold its consent or other implied duties, regardless of whether a Default or exercise its discretion in an Event of Default has occurred and is continuing, unreasonable manner. (b) If the Collateral Agent shall not have any duty to take any discretionary action has been requested or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage by the Administrative Agent acting at the direction of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (cRequired Lenders) except as expressly set forth in to take any action pursuant to any provision of this AgreementAgreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to disclosetake any action to exercise or enforce any power, and shall not be liable for the failure right or remedy available to disclose, any information relating to Parent, the Borrower it under this Agreement or any of the Subsidiaries that is communicated to or obtained by it other Facility Document or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default Related Document unless and until written notice thereof is given to the Agent directed in writing by the Borrower Required Lenders (or a Lender. The the Administrative Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, on their behalf) and the Collateral Agent agrees shall have been provided indemnity acceptable to give to each Lender prompt notice of each it against any expenditure, risk, cost, expense or liability in acting on such direction. (c) Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such Person in accordance with any notice given to it by the Borrower Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Required Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Required Lenders, or Persons purporting to be the Required Lenders, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Required Lenders, or Persons purporting to be the Required Lenders, are not entitled to give such notice. The Collateral Agent shall be entitled to conclusively rely upon directions provided by the Administrative Agent as if provided by the Required Lenders authorized to provide such direction hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. None of the Agents or the Collateral Administrator shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent or the Collateral Administrator shall be read into this Agreement or any other Facility Document to which such Agent or the Collateral Administrator is a party (if any) as duties on its part to be performed or observed. None of the Agents or the Collateral Administrator shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection none of the Notes), Agents or the Agent Collateral Administrator 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 written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability or that the Collateral Administrator liability, cost or expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s or the Collateral Administrator’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s or the foregoingCollateral Administrator’s reasonable discretion, (a) the Agent or provide to a similar effect, it shall not be subject in its instructions (or by refusing to any fiduciary provide instruction) to such Agent withhold its consent or other implied duties, regardless of whether a Default or exercise its discretion in an Event of Default has occurred and is continuing, unreasonable manner. (b) If the Collateral Agent shall not have any duty to take any discretionary action has been requested or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage by the Administrative Agent acting at the direction of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Required Lenders), and (c) except as expressly set forth in to take any action pursuant to any provision of this AgreementAgreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other Facility Document shall otherwise be construed to require the Collateral Agent or the Collateral Administrator to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to disclosetake any action to exercise or enforce any power, and shall not be liable for the failure right or remedy available to disclose, any information relating to Parent, the Borrower it under this Agreement or any of the Subsidiaries that is communicated to or obtained by it other Facility Document or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default Related Document unless and until written notice thereof is given to the Agent directed by the Borrower Required Lenders (or a Lender. The the Administrative Agent agrees to promptly make available to each Lender all information delivered to on their behalf). (c) Neither the Collateral Agent pursuant to Section 5.01nor any officer, and the Agent agrees to give to each Lender prompt notice of each agent or representative thereof shall be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given to it by the Borrower Majority Lenders or the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders), pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent or the Collateral Administrator is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Investment Advisor, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent or the Collateral Administrator, as applicable, does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent or the Collateral Administrator may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent or the Collateral Administrator shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions. (e) Nothing herein obligates the Collateral Agent to commence, prosecute or defend legal proceedings in any instance, whether on behalf of the Borrower or on its own behalf or otherwise, with respect to any matter arising hereunder, or relating to this Agreement or the services contemplated hereby.

Authorization and Action. Each Lender hereby appoints and irrevocably authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Second Restated Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. Without limitation of the foregoing, each Lender hereby expressly authorizes the Agent to execute, deliver and perform its obligations hereunder and under each of the Loan Documents to which the Agent is a party, and to exercise hereunder or thereunder all rights, powers and remedies that the Agent may have hereunder or thereunder. Each Lender agrees that any action taken by the Agent in accordance with the provisions of this Second Restated Credit Agreement or the Loan Documents, and the exercise by the 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 Lenders. As to any matters not expressly provided for hereunder or by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the NotesObligations), the Agent shall will not be required to exercise any discretion or take any action, but shall will be required to act or to refrain from acting (and shall will be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall will be binding upon all Lenders the Lenders. The duties of the Agent will be mechanical and all holders administrative in nature and the Agent will have no fiduciary relationship in respect of Notes; provided, however, that any Lender. If the Agent shall request instructions from any Lenders with respect to any act or failure to act in connection with this Second Restated Credit Agreement, the Credit Facilities or any of the Loan Documents, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent has received instructions and the Agent will have no liability to any Person or Lender by reason of so refraining. The Agent will not be required to take any action that which exposes the Agent to personal liability or that is contrary to this Agreement Second Restated Credit Agreement, any Security Document or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such action as agent actions on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereofof the Loan Documents, together with such actions and powers and discretion as are reasonably incidental thereto. As . (b) Any Lender serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Lender and its Affiliates may accept deposits from, lend money to and generally engage in any matters kind of business with the Borrower or any of its Subsidiaries or other Affiliate thereof as if it were not expressly provided for by this Agreement the Administrative Agent hereunder. (including, without limitation, enforcement or collection of the Notes), the c) The Administrative Agent shall not be required to exercise have any discretion duties or take any action, but shall be required to act or to refrain from acting (and shall be fully protected obligations except those expressly set forth 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 Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable lawLoan Documents. Without limiting the generality of the foregoing, (ai) the Administrative Agent (in such capacity) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (bii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.0111.01), and (ciii) except as expressly set forth in this Agreementthe Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the its Subsidiaries or Affiliates that is communicated to or obtained by it the Lender serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.01) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a LenderLender (in which case the Administrative Agent shall promptly give a copy of such written notice to the Lenders and the Issuing Banks). The Administrative Agent agrees shall not be responsible to promptly make available any of the Lenders or Issuing Banks for or have any duty to each Lender all information ascertain or inquire into (A) any statement, warranty or representation made in or in connection with any Loan Document, (B) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (D) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Article VI or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (d) The Administrative Agent pursuant shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such counsel, accountants or experts. (e) The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding subsections of this Section 5.0110.01 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. (f) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this subsection (f), the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed, and shall not be required upon the occurrence and during the continuance of an Event of Default), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a Lender or an Affiliate of a Lender. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent agrees to give to each Lender prompt notice of each notice given to it shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower pursuant to a successor Administrative Agent shall be the terms same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. (g) Each Lender acknowledges that it has independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Authorization and Action. Each Lender The Buyer and each other Owner hereby irrevocably appoints and authorizes the Agent to take such action act as its agent on its behalf under this Agreement and to exercise the other Transaction Documents with such powers and discretion under this Agreement as are specifically delegated to the Agent by the terms hereofof this Agreement and the other Transaction Documents, together with such other powers and discretion as are reasonably incidental thereto. As The Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include its affiliates and its own and its affiliates' officers, directors, employees, and agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not be a trustee or fiduciary for the Buyer or any other Owner; (b) shall not be responsible to the Buyer or any matters not expressly other Owner for any recital, statement, representation or warranty (whether written or oral) made in or in connection with any Transaction Document or any certificate or other document referred to or provided for in, or received by this Agreement (includingany of them under, without limitationany Transaction Document, enforcement or collection for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Transaction Document, or any other document referred to or provided for therein or for any failure by any of the Notes)Transferor, CAC, CompuCredit or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the Agent performance or observance of any covenants or agreements by any of the Transferor, CAC or the Servicer or the satisfaction of any condition or to inspect the property (including the books and records) of any of the Transferor, CAC or the Servicer or any of their Subsidiaries or Affiliates; (d) shall not be required to exercise initiate or conduct any discretion litigation or take collection proceedings under any action, but shall be required to act or to refrain from acting Transaction Document; and (and shall be fully protected in so acting or refraining from actinge) 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 Agent shall not be required to take responsible for any action that exposes the Agent taken or omitted to personal liability be taken by it under or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to in connection with any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powersTransaction Document, except discretionary rights for its own gross negligence or willful misconduct. The Agent may employ agents and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, attorneys-in-fact and shall not be liable responsible for the failure to disclose, negligence or misconduct of any information relating to Parent, the Borrower such agents or any of the Subsidiaries that is communicated to or obtained attorneys-in-fact selected by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementwith reasonable care.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parentas applicable, (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. The Collateral Agent shall be entitled to conclusively rely upon directions provided by the Administrative Agent as if provided by the requisite Lenders authorized to provide such direction hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Further, each of the Lenders, on behalf of itself and any 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 all related documents or instruments as shall be necessary or appropriate to effect the purposes of the Collateral Documents. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such ▇▇▇▇▇▇’s behalf. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan 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 Loan Documents. (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including enforcement or collection of the Notescollection), 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 written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under necessary, pursuant to the circumstances as provided terms in Section 8.01the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender; provided, however, that the Administrative Agent shall not be required to take any action that (ci) except the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in this Agreementthe Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parentany Borrower, the Borrower any Subsidiary or any Affiliate of any of the Subsidiaries foregoing that is communicated to or obtained by it the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender or any other Secured Party other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; (ii) where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be governed by the laws of any jurisdiction other than the United States of America, or is required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law; and (iii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) The Arranger shall not have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to any Loan Party under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. (g) The provisions of this Article VIII are solely for the benefit of the Administrative Agent and the Lenders, and, except solely to the extent of the Borrowers’ rights to consent pursuant to and subject to the conditions set forth in this Article VIII, none of the TopCo Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have knowledge of any Default or Event of Default unless and until written notice thereof is given agreed to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms provisions of this AgreementArticle VIII.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, (a) the Agent or provide to a similar effect, it shall not be subject in its instructions (or by refusing to any fiduciary provide instruction) to such Agent withhold its consent or other implied duties, regardless of whether a Default or exercise its discretion in an Event of Default has occurred and is continuing, unreasonable manner. (b) If the Collateral Agent shall not have any duty to take any discretionary action has been requested or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage by the Administrative Agent acting at the direction of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Required Lenders), and (c) except as expressly set forth in to take any action pursuant to any provision of this AgreementAgreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to disclosetake any action to exercise or enforce any power, and shall not be liable for the failure right or remedy available to disclose, any information relating to Parent, the Borrower it under this Agreement or any of the Subsidiaries that is communicated to or obtained by it other Facility Document or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default Related Document unless and until written notice thereof is given to the Agent directed by the Borrower Required Lenders (or a Lender. The the Administrative Agent agrees to promptly make available to each Lender all information delivered to on their behalf). (c) Neither the Collateral Agent pursuant to Section 5.01nor any officer, and the Agent agrees to give to each Lender prompt notice of each agent or representative thereof shall be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given to it by the Borrower Required Lenders (or by the Administrative Agent acting at the direction of the Required Lenders), pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Required Lenders or Persons purporting to be the Required Lenders are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Required Lenders or Persons purporting to be the Required Lenders are not entitled to give such direction, instruction or notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Servicer, with a copy to the Administrative Agent, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its such Lender's behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. The relationship between the Administrative Agent and the Lenders shall be that of principal and agent only and nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender nor to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Administrative Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Administrative Agent pursuant to this Agreement or the other Loan Documents. The Administrative Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Administrative Agent by the Borrower, any Subsidiary or any other Loan Party, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of any of the NotesObligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but and the Administrative Agent shall only 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 LendersRequisite Lenders (or all of the Lenders if explicitly required under any other provisions of this Agreement), and such instructions shall be binding upon all Lenders and all holders of Notesany of the Obligations; provided, however, that that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or applicable lawany other Loan Document or Applicable Law. Without limiting the generality Not in limitation of the foregoing, (a) the Administrative Agent shall not be subject to exercise any fiduciary right or other implied duties, regardless remedy it or the Lenders may have under any Loan Document upon the occurrence of whether a Default or an Event of Default has occurred and is continuing, (b) unless the Requisite Lenders have so directed the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (such right or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementremedy.

Authorization and Action. (A) Each Lender hereby appoints and authorizes the Agent to take such action as agent on its own behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any only such discretion or take any action, but shall be required to act only such action as is: (i) in accordance with the manner in which Agent acts or to refrain refrains from acting (and shall be fully protected in so acting or refraining from acting) upon in connection with matters in which it is the instructions of the Required Lenderssole lender, and (ii) jointly agreed upon by Agent and the Lenders in writing (such instructions shall agreement will be binding upon all Lenders each Lender and all holders of Notesthe Note); provided, however, that the Agent shall not be required to take any action that exposes the Agent it to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing. (B) For so long as Ford Credit is acting as Agent hereunder, each Lender agrees that with respect to any documents executed to evidence either (ai) a consent the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders have agreed to grant or (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (cii) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge a waiver of any Default condition or Event of Default unless and until written notice thereof is given to the Agent by and the Borrower Required Lenders have agreed to grant, Ford Credit, as Agent, may execute any such letter individually in its capacity as Agent, without the need for any other Lender to join in the execution thereof, provided, however, that prior to executing any such letter, Ford Credit, as Agent, will have received written confirmation from each of the Lenders required to consent to such consent or a waiver, evidencing each such Lender. The ’s agreement to grant such consent or waiver, as the case may be. (C) Agent agrees to promptly make available will provide to each Lender the following: (i) copies of all information delivered reports and notices furnished by Borrower to Agent pursuant to the Loan Documents, within 5 Business Days after Agent’s receipt thereof; (ii) reports of the calculation of Scaled Assets and all other calculations made by Agent pursuant to Section 5.015.4 hereof, and the within 5 Business Days after Agent agrees will have made such calculations; and (iii) copies of all documents delivered to give to each Lender prompt notice of each notice given to it Agent by the Borrower pursuant to the terms of this AgreementSections 5.2 (L) and 5.2 (N) hereof, within 30 Business Days after Agent’s receipt thereof.

Authorization and Action. (a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan 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 Loan Documents. (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including enforcement or collection of the Notescollection), 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 written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under necessary, pursuant to the circumstances as provided terms in Section 8.01the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (ci) except the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in this Agreementthe Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parentthe Borrower, the Borrower any Subsidiary or any Affiliate of any of the Subsidiaries foregoing that is communicated to or obtained by it the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender or any Issuing Bank other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; and (ii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub- agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent unless such negligence or misconduct constitutes gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable judgment. (e) None of any Syndication Agent, any Documentation Agent or any Lead Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to any Credit Party under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement obligation in respect of any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.11, 2.12, 2.14, 2.16 and 9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed not to have knowledge authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Default Lender or Event Issuing Bank any plan of Default unless reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding. (g) The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and until written notice thereof is given the Issuing Banks, and, except solely to the Agent by extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementthird party beneficiary under any such provisions.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Lender Agreements as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement and the other Lender Agreements (including, without limitation, enforcement or collection of the Revolving Credit Notes or the Term 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 Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of NotesLenders; providedPROVIDED, howeverHOWEVER, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or the other Lender Agreements or applicable law. Without limiting Subject to the generality foregoing provisions and to the other provisions of this Article 13, the Administrative Agent shall, on behalf of the foregoing, Lenders: (a) execute any documents on behalf of the Agent shall not be subject to any fiduciary Lenders providing collateral for or other implied duties, regardless guarantees of whether a Default or an Event of Default has occurred and is continuing, the Lender Obligations; (b) hold and apply any collateral for the Agent shall not have Lender Obligations, and the proceeds thereof, at any duty to take any discretionary action or time received by it, in accordance with the provisions of this Agreement and the other Lender Agreements; (c) exercise any discretionary powersand all rights, except discretionary rights powers and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage remedies of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower Agreement or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge other Lender Agreements, including the giving of any Default consent or Event waiver or the entering into of Default unless and until written notice thereof is given any amendment, subject to the Agent by provisions of Section 11.1; (d) at the Borrower or a Lender. The Agent agrees to promptly make available to each direction of the Lenders, execute, deliver and file UCC financing statements, mortgages, deeds of trust, lease assignments and such other agreements in respect of any collateral for the Lender all information delivered to the Agent pursuant to Section 5.01Obligations, and possess instruments included in the Agent agrees collateral on behalf of the Lenders; and (e) in the event of acceleration of the Borrowers' Indebtedness hereunder, act at the direction of the Majority Lenders to give to each exercise the rights of the Lenders hereunder and under the other Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementAgreements.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent, the Collateral Agent and the Collateral Administrator to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents, as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender The Purchaser and each Bank Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the such Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided The provisions of this ARTICLE XII are solely for by this Agreement (including, without limitation, enforcement or collection the benefit of the Notes)Agent, the Purchaser and the Bank Investors, and the Transferor shall not have any rights as a third-party beneficiary or otherwise under any of the provisions hereof. In performing its functions and duties hereunder, the Agent shall act solely as the agent for the Purchaser and the Bank Investors, as the case may be, and does not be required to exercise any discretion or take any action, but assume nor shall be required deemed to act have assumed any obligation or to refrain from acting (and shall be fully protected in so acting relationship of trust 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 Agent shall not be required to take any action that exposes the Agent to personal liability agency with or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, Transferor or any information relating to Parent, the Borrower Originator or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacitytheir respective successors and assigns. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a LenderTHE AGENT (WHICH TERM AS USED IN THIS SENTENCE SHALL INCLUDE ITS AFFILIATES AND ITS OWN AND ITS AFFILIATES' OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS): (A) SHALL NOT HAVE ANY DUTIES OR RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND SHALL NOT BE A TRUSTEE OR FIDUCIARY FOR THE PURCHASER OR ANY OTHER BANK INVESTOR; (B) SHALL NOT BE RESPONSIBLE TO THE PURCHASER OR ANY BANK INVESTOR FOR ANY RECITAL, STATEMENT, REPRESENTATION, OR WARRANTY (WHETHER WRITTEN OR ORAL) MADE IN OR IN CONNECTION WITH ANY AGREEMENT DOCUMENTS OR ANY CERTIFICATE OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY ANY OF THEM UNDER ANY AGREEMENT DOCUMENT, OR FOR THE VALUE, VALIDITY, EFFECTIVENESS, GENUINENESS, ENFORCEABILITY, OR SUFFICIENCY OF ANY AGREEMENT DOCUMENT, OR ANY OTHER DOCUMENT REFERRED TO OR PROVIDED FOR HEREIN OR FOR ANY FAILURE BY ANY OF THE TRANSFEROR, OR ANY OTHER PERSON TO PERFORM ANY OF ITS OBLIGATIONS THEREUNDER; (C) SHALL NOT BE RESPONSIBLE FOR OR HAVE ANY DUTY TO ASCERTAIN, INQUIRE INTO, OR VERIFY THE PERFORMANCE OR OBSERVANCE OF ANY COVENANTS OR AGREEMENTS BY THE TRANSFEROR OR THE SATISFACTION OF ANY CONDITION OR TO INSPECT THE PROPERTY (INCLUDING THE BOOKS AND RECORDS) OF THE TRANSFEROR OR ANY OF ITS SUBSIDIARIES OR AFFILIATES; (D) SHALL NOT BE REQUIRED TO INITIATE OR CONDUCT ANY LITIGATION OR COLLECTION PROCEEDINGS UNDER ANY AGREEMENT DOCUMENT; AND (E) SHALL NOT BE RESPONSIBLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT UNDER OR IN CONNECTION WITH ANY AGREEMENT DOCUMENT, EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementTHE AGENT MAY EMPLOY AGENTS AND ATTORNEYS-IN-FACT AND SHALL NOT BE RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY SUCH AGENTS OR ATTORNEYS-IN-FACT SELECTED BY IT WITH REASONABLE CARE."

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Credit Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As The Agent shall be fully justified in failing or refusing to take any matters not expressly provided for by action under this Agreement (including, without limitation, enforcement or collection under any of the Notes), other Credit Documents unless it shall first receive such advice or concurrence of Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall in all cases be fully protected in so acting acting, or in refraining from acting) upon , hereunder or under any of the other Credit Documents in accordance with the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of NotesLenders; provided, however, that the Agent shall not be required to take any action that exposes that, in its opinion or the opinion of its counsel, may expose the Agent to personal liability or that is contrary to this Agreement Agreement, any other Credit Document or applicable lawApplicable Law. Without limiting the generality of the foregoing, (a) the The Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge or notice of any the occurrence of a Default or Event of Default (other than the nonpayment of principal or interest on the Loans or of fees payable hereunder) unless the Agent has received notice from a Lender or a Borrower specifying such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders. The Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by Required Lenders and as is permitted by the Credit Documents; provided, that unless and until written notice thereof is given the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interest of the Lenders except to the Agent by extent that this Agreement expressly requires that such action be taken, or not be taken, only with the Borrower consent or a Lenderupon the authorization of Required Lenders or of all Lenders. The Agent agrees to promptly make available to each Lender all information delivered to provisions of this Section 13 are solely for the benefit of the Agent pursuant to Section 5.01and the Lenders, and the Agent agrees to give to each Lender prompt notice Borrowers shall not have rights as third-party beneficiaries of each notice given to it by the Borrower pursuant to the terms any of such provisions, except as specifically set forth in this AgreementSection 13.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, (a) the Agent or provide to a similar effect, it shall not be subject in its instructions (or by refusing to any fiduciary provide instruction) to such Agent withhold its consent or other implied duties, regardless of whether a Default or exercise its discretion in an Event of Default has occurred and is continuing, unreasonable manner. (b) If the Collateral Agent shall not have any duty to take any discretionary action has been requested or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage by the Administrative Agent acting at the direction of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Required Lenders), and (c) except as expressly set forth in to take any action pursuant to any provision of this AgreementAgreement or any other Facility Document, the Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other Facility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of doubt, the Collateral Agent shall not have any duty or obligation to disclosetake any action to exercise or enforce any power, and shall not be liable for the failure right or remedy available to disclose, any information relating to Parent, the Borrower it under this Agreement or any of the Subsidiaries that is communicated to or obtained by it other Facility Document or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default Related Document unless and until written notice thereof is given to the Agent directed in writing by the Borrower Required Lenders (or a Lender. The the Administrative Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, on their behalf) and the Collateral Agent agrees shall have been provided indemnity acceptable to give to each Lender prompt notice of each it against any expenditure, risk, cost, expense or liability in acting on such direction. (c) Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given to it by the Borrower Required Lenders (or by the Administrative Agent acting at the direction of the Required Lenders), pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Required Lenders or Persons purporting to be the Required Lenders, are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Required Lenders or Persons purporting to be the Required Lenders, are not entitled to give such direction, instruction or notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Borrower or the Servicer, prior to the occurrence and continuation of an Event of Default, or the Administrative Agent, after the occurrence and during the continuation of an Event of Default, as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. Each Lender hereby appoints and irrevocably authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Fourth Restated Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. Without limitation of the foregoing, each Lender hereby expressly authorizes the Agent to execute, deliver and perform its obligations hereunder and under each of the Loan Documents to which the Agent is a party, and to exercise hereunder or thereunder all rights, powers and remedies that the Agent may have hereunder or thereunder. Each Lender agrees that any action taken by the Agent in accordance with the provisions of this Fourth Restated Credit Agreement or the Loan Documents, and the exercise by the 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 Lenders. As to any matters not expressly provided for hereunder or by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the NotesObligations), the Agent shall will not be required to exercise any discretion or take any action, but shall will be required to act or to refrain from acting (and shall will be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall will be binding upon all Lenders the Lenders. The duties of the Agent will be mechanical and all holders administrative in nature and the Agent will have no fiduciary relationship in respect of Notes; provided, however, that any Lender. If the Agent shall request instructions from any Lenders with respect to any act or failure to act in connection with this Fourth Restated Credit Agreement, the Credit Facilities or any of the Loan Documents, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent has received instructions and the Agent will have no liability to any Person or Lender by reason of so refraining. The Agent will not be required to take any action that which exposes the Agent to personal liability or that is contrary to this Agreement Fourth Restated Credit Agreement, any Security Document or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Facility Document to which the Administrative Agent is a party (if any) as duties on its part to be performed or observed. The Administrative Agent shall not have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. For the avoidance of doubt, the Administrative Agent is under no duty or responsibility to file financing statements. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Facility Documents, 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 written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Agent Administrative Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the Administrative Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the each Agent to take such action as are expressly set forth herein as agent on its behalf and to exercise such its respective powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents to which such Agent is a party, as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. In addition, each Secured Party hereby appoints the Collateral Agent to act as its agent and representative for purposes of perfecting a security interest in the Collateral for the benefit of the Secured Parties (including to act as the representative “secured party” and “secured party of record” for purposes of the UCC) and to take such actions in connection therewith as expressly provided for herein or in the other Facility Documents to which it is a party or as directed in writing by the Required Lenders. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of any Agent shall be read into this Agreement or any other Facility Document as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby and thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 reasonable written instructions, subject to Section 10.03(b)(xi), of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, provided that the no Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its written instructions (or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. For the avoidance of doubt, the Administrative Agent shall have no obligation to provide consent or exercise discretion in the absence of such written instructions, and shall incur no liability to any Lender or any other Person in not providing such consent or using such discretion. (b) In furtherance of the foregoing, so long as The Bank of New York Mellon is the Administrative Agent or the Collateral Agent, whenever reference is made in this Agreement or the other Facility Documents to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (aor not to be) suffered or omitted by either the |US-DOCS\161499384.7|| Administrative Agent or the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by either the Administrative Agent or the Collateral Agent, it is understood that the Administrative Agent or the Collateral Agent shall not be acting solely at the written direction of the number or percentage of Lenders as shall be expressly provided for herein or in the other Facility Documents, and in the absence of such specification, by the Required Lenders or the Lead Borrower, as applicable, and shall be fully protected in acting pursuant to such directions; provided, however, if either Agent receives conflicting instructions from the Required Lenders and the Lead Borrower prior to taking such action, the instructions of the Required Lenders shall control. Notwithstanding anything contained in this Agreement or the other Facility Documents to the contrary, without limiting any rights, protections, immunities or indemnities afforded to the Administrative Agent hereunder (including without limitation this Article X), phrases such as “satisfactory to the Administrative Agent,” “approved by the Administrative Agent,” “acceptable to the Administrative Agent,” “as determined by the Administrative Agent,” “designed by the Administrative Agent”, “specified by the Administrative Agent”, “in the Administrative Agent’s discretion,” “selected by the Administrative Agent,” “elected by the Administrative Agent,” “requested by the Administrative Agent,” “in the opinion of the Administrative Agent,” “required by the Administrative Agent”, “as the Administrative Agent deems necessary or advisable” and phrases of similar import that authorize or permit the Administrative Agent to approve, disapprove, determine, act, evaluate or decline to act in its discretion shall be subject to any fiduciary or other implied duties, regardless of whether the Administrative Agent receiving a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by direction from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under expressly provided for herein or in the circumstances as provided in Section 8.01other Facility Documents), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of such Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders), to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any direction, instruction or notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parent, as applicable (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01Required Lenders), and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementAgreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such direction, instruction or notice. The Collateral Agent shall be entitled to conclusively rely upon directions, instructions and notices provided by the Administrative Agent as if provided by the requisite Lenders authorized to provide such direction, instruction or notice hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement Agreement, the other Facility Documents or applicable lawApplicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Without limiting Each Lender agrees that in any instance in which the generality Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise its discretion in an unreasonable manner. (a) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or any other Facility Document, the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or the Administrative Agent on their behalf). (b) Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such other number Person in accordance with any notice given by the Majority Lenders or percentage the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders as shall be necessary under or the circumstances as provided in Section 8.01), and (cRequired Lenders) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (c) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby irrevocably appoints the Majority Lender to serve as the Agent under the Loan Documents, and each Lender authorizes the Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. . (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including with respect to enforcement or collection of the Notescollection), the Agent shall not be required to exercise any discretion or take any action. Without limiting the foregoing, 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 Agent shall not be required to take any action that exposes (i) the Agent in good faith believes exposes it to personal liability unless the Agent receives an indemnification satisfactory to it from the Lenders with respect to such action or that (ii) is contrary to this Agreement or any other Loan Document or applicable law. Without limiting the generality , including any action that may be in violation of the foregoingautomatic stay under any requirement of law relating to bankruptcy, (a) the Agent shall not be subject to any fiduciary insolvency or other implied duties, regardless reorganization or relief of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except debtors. Except as expressly set forth in this Agreementthe Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parentthe Borrower, the Borrower or any Subsidiary or Affiliate of the Subsidiaries that is communicated Borrower. Nothing in this Agreement or any other Loan Document shall require the Agent to expend or obtained by it risk its own funds or otherwise incur any financial liability in the performance of any of its Affiliates duties hereunder or in the exercise of any capacityof its rights or powers. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Agent is acting solely on behalf of the Lenders, and its duties are entirely mechanical and administrative in nature. The Without limiting the generality of the foregoing, the Agent does not assume and shall not be deemed not to have knowledge assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default unless has occurred and until written notice thereof is given continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Agent based on an alleged breach of fiduciary duty by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, in connection with this Agreement and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementtransactions contemplated hereby.

Authorization and Action. (1) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent Administrative Agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent it by the terms hereofof this Agreement, together with such the 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)Agreement, 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 actingdoing) upon the joint instructions of the Required Lenders, and such Majority Lenders which instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Lenders. The Administrative Agent shall not be required to take any action that which (i) exposes the Agent it to personal liability or that liability, (ii) is contrary to this Agreement or any applicable law. Without limiting the generality of the foregoing, rule, regulation, judgment or order, (aiii) the would require it to become registered to do business in any jurisdiction, or (iv) would subject it to taxation. (2) The Administrative Agent has no duties or obligations other than as set out in this Agreement and there shall not be subject construed against the Administrative Agent any implied duties (including fiduciary duties), obligations or covenants. The Administrative Agent may execute or perform, and may delegate the execution and performance of, any of its powers, rights, discretions and duties under the Credit Documents through or to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) Persons designated by it. References in any Credit Document to the Administrative Agent shall include references to any such Persons. (3) The Administrative Agent is not have obliged to (i) take or refrain from taking any duty to take any discretionary action or exercise or refrain from exercising any discretionary powersright or discretion under the Credit Documents, except discretionary rights and powers expressly contemplated by this Agreement that or (ii) incur or subject itself to any cost in connection with the Agent Credit Documents, unless it is required to exercise in writing as directed first specifically indemnified or furnished with security by the Required Lenders Lenders, in form and substance satisfactory to it (which may include further agreements of indemnity or such other number or percentage the deposit of the Lenders as shall be necessary under the circumstances as provided in Section 8.01funds), and . (c4) except as expressly set forth in this Agreement, the The Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available deliver to each Lender all information delivered to any notices, reports or other communications contemplated in this Agreement which are intended for the Agent pursuant to Section 5.01, and benefit of the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementLenders.

Authorization and Action. (a) Each Lender Bank hereby appoints and authorizes the Agent Administrative Agent, as administrative agent on behalf of such Bank, to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement hereunder as are delegated to the Administrative Agent by the terms hereofthereof, together with such powers and discretion as are reasonably incidental thereto. As to any (x) matters requiring or permitting an approval, consent, waiver, election or other action by a specified portion of Banks, (y) matters as to which, notwithstanding any delegation of authority to the Administrative Agent, the Administrative Agent has requested and received instructions from the Majority Banks, and (z) matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)hereby, 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 only (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersMajority Banks (or, in the case of matters described in clause (x) above, the specified portion of the Banks), and such instructions shall be binding upon all Lenders and all holders of NotesBanks; provided, however, that the Administrative Agent shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacityLaw. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Administrative Agent agrees to give to each Lender Bank prompt notice of each notice given to it by the Borrower pursuant to the terms hereof. (b) Each Bank hereby appoints (i) each Co-Agent as a co-agent on behalf of such Bank (ii) each Co-Syndication Agent as a co-syndication agent on behalf of such Bank and (iii) the Documentation Agent as a documentation agent on behalf of such Bank. Notwithstanding anything to the contrary contained in this Agreement, the parties hereto hereby agree that no Co-Agent, Co-Syndication Agent or Documentation Agent shall have any rights, duties or responsibilities in its capacity as Co-Agent, Co-Syndication Agent or Documentation Agent, as the case may be, and that no Co-Agent, Co-Syndication Agent or Documentation Agent shall have the authority to take any action hereunder in its capacity as such.

Authorization and Action. Each Lender hereby appoints Rabobank as Agent and authorizes the Agent to execute the Loan Documents and to take such action as agent on its behalf and to exercise such powers and discretion perform such duties under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. The duties and obligations of the Agent are strictly limited to those expressly provided for herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Agent. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, including enforcement of the Loan Documents or collection of the Notesany amounts due thereunder), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders; PROVIDED, HOWEVER, that except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act under any Loan Document unless it shall be indemnified to its satisfaction by the Lenders against any and all holders liability and expense which may be incurred by reason of Notes; providedtaking or continuing to take any such action, however, and that the Agent shall not in any event be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement any Loan Document or applicable law. Without limiting the generality of the foregoingNothing in any Loan Document shall, (a) or shall be construed to, constitute the Agent shall not be subject to a trustee or fiduciary for any fiduciary Lender or other implied duties, regardless of whether a Default or an Event of Default has occurred the Issuing Lender. In performing its functions and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreementduties hereunder, the Agent shall act solely as the agent of the Lenders and does not have any duty to disclose, assume and shall not be liable deemed to have assumed any obligation towards or relationship of agency or trust with or for the failure to disclose, any information relating to Parent, the Borrower or any Guarantor. Each Lender agrees that the Borrower shall be entitled to rely on any action purportedly taken by the Agent on behalf of the Subsidiaries Lenders. Each Lender agrees that is communicated the Borrower shall have no liability for the Agent's failure to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given properly distribute to the Agent Lenders, as their interests may appear, any funds received by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to on behalf of the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementLenders.

Authorization and Action. (a) Each Lender Bank hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the 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 the Credit Documents (including, without limitation, including enforcement of and collection under any Credit Document or collection of the Notesother Project Contract), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required LendersBanks, and such instructions shall be binding upon all Lenders Banks and all the holders of Notesany PPA LOC Loan Note; providedPROVIDED, howeverHOWEVER, that the Agent shall not be required to take any action that that, in the Agent's sole judgment, exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary Credit Document or other implied duties, regardless of whether a Default Project Contract or an Event of Default has occurred Applicable Law. In performing its function and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing duties hereunder as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this AgreementAgent, the Agent shall act solely as the agent of the Banks and in its capacity as Issuing Bank it shall act solely as issuer of the PPA LOC Letter of Credit, and does not have any duty to disclose, assume and shall not be liable deemed to have assumed in either such capacity any obligation towards or relationship of agency or trust or other fiduciary relationship with or for the failure to disclose, any information relating to Parent, the Borrower Company or any other party to any Project Contract. (b) Each Bank hereby authorizes the Agent in the name of and on behalf of such Bank to sign such documents, take all such actions and perform such obligations that the Agent deems necessary or appropriate to bind each of the Subsidiaries that is communicated Banks under the Credit Documents and the Transaction Documents, and to create, perfect or obtained by it maintain the existence or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge perfected status of any Default or Event of Default unless and until written notice thereof is given security interest, to be the Agent by named "Senior Party" under the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01Collateral Agency Agreement, and the Agent agrees to give to each Lender prompt notice sole named payee, in respect of each notice given to it by all of the Borrower Financing Liabilities of the Company under or pursuant to this Agreement and the terms of this AgreementPPA LOC Loan Note, and all Collateral to the extent securing such Financing Liabilities, and to take all such actions and perform such obligations that the Agent deems necessary or appropriate in such capacity.

Authorization and Action. Each Lender of the holders and the Depositary hereby appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the Financing Documents as are expressly delegated to the Collateral Agent by the terms hereofhereof and thereof, together with such powers provided, however, that the Collateral Agent shall not take any action described in clause (b) of the definition of “Enforcement” except at the written direction of the Required Holders. The Collateral Agent is hereby authorized and discretion directed to execute and deliver all Financing Documents dated as are reasonably incidental theretoof the date hereof to which the Collateral Agent is a party. The Collateral Agent will have no duties, responsibilities, obligations or liabilities other than those expressly set forth in this Agreement and the Security Documents, and no additional duties, responsibilities, obligations or liabilities will be inferred from the provisions of this Agreement or the Security Documents or imposed on the Collateral Agent. As to matters requiring the exercise of discretion or of a right, including the right to give any consent or make any demand under any Security Document or to determine under any Security Document whether any matter is acceptable or satisfactory to it, or as to matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Security Documents, the Collateral Agent shall will not be required to exercise any discretion or right or take any action, but shall will be required to act or to refrain from acting (and shall will be fully protected in so acting or refraining from acting) and will only be required to act upon the written instructions of the Required LendersHolders, and such instructions shall will be binding upon all Lenders of the Secured Parties, provided that the Collateral Agent will in no event be required to take any action which exposes the Collateral Agent to personal liability, which is contrary to this Agreement, the Security Documents or law or with respect to which the Collateral Agent does not receive adequate instructions or full indemnification (subject to the provisions of Section 2.9). In determining whether the requisite holders have directed any action or granted an approval requiring the direction or consent of the Required Holders, the Collateral Agent may request and all rely on written statements from each of the holders of the outstanding principal amount of its Notes; provided, however, that the . The Collateral Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary such action or exercise give any discretionary powerssuch approval prior to receiving such written statements. In any event, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise upon payment in writing as directed by the Required Lenders (or such other number or percentage full in cash of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreementany Note, the Agent holder thereof shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until deliver written notice thereof is given to the Collateral Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01that such Note has been paid in full in cash, and the Collateral Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementmay rely thereon.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party nor any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Majority Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Majority Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Required Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any notice given by the failure to disclose, any information relating to Parent, Majority Lenders (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Majority Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders, or Persons purporting to be the Majority Lenders, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders, or Persons purporting to be the Majority Lenders, are not entitled to give such notice. The Collateral Agent shall be entitled to conclusively rely upon directions provided by the Administrative Agent as if provided by the requisite Lenders authorized to provide such direction hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of Agent shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement or the other Loan Documents except as expressly set forth herein. As to any matters not expressly provided for by this Agreement (includingAgreement, without limitation, including enforcement or collection of the Notes)Loans and Letters of Credit, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; providedLenders, however, PROVIDED that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement the Loan Documents or applicable law. Without limiting law and PROVIDED, FURTHER, that without the generality consent of the foregoingall Lenders, (a) the Agent shall not change or modify any Lender's Commitment, the definition of "Majority Lenders", the timing or rates of interest payments, the timing or amounts of principal payments due in respect of Loans and Letters of Credit, and PROVIDED, FURTHER, that the terms of Sections 2.5, Article 3, this Article 9 and Article 10 shall not be subject to any fiduciary or other implied dutiesamended without the prior written consent of Agent (acting for its own account). In the absence of instructions from the Majority Lenders, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall have authority (but no obligation), in its sole discretion, to take or not have any duty to take any discretionary action, unless this Agreement specifically requires the consent of Lenders or the consent of the Majority Lenders and any such action or exercise failure to act shall be binding on all Lenders. Each Lender and each holder of any discretionary powersNote shall execute and deliver such additional instruments, except discretionary rights and including powers expressly contemplated by this Agreement that the of attorney in favor of Agent, as may be necessary or desirable to enable Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementpowers hereunder.

Authorization and Action. (a) Each Lender of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such action as agent actions 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 actions and powers and discretion as are reasonably incidental thereto. As . (b) 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 matters kind of business with any Consolidated Entity or other Affiliate thereof as if it were not expressly provided for by this Agreement the Administrative Agent hereunder. (including, without limitation, enforcement or collection of the Notes), the c) The Administrative Agent shall not be required to exercise have any discretion duties or take any action, but shall be required to act or to refrain from acting (and shall be fully protected obligations except those expressly set forth 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 Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable lawLoan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement the Loan Documents, whether upon, before or after an Event of Default, that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.0110.02), and (c) except as expressly set forth in this Agreementthe Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries Consolidated Entity that is communicated to or obtained by it the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower a Loan Party or a Lender. The , and the Administrative Agent agrees shall not be responsible for or have any duty to promptly make available ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to each Lender all information confirm receipt of items expressly required to be delivered to the Administrative Agent. (d) The Administrative Agent pursuant shall be entitled to Section 5.01rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for any Consolidated Entity), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (e) The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. (f) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Parent Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Parent Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent agrees to give to each Lender prompt notice of each notice given to it shall be discharged from its duties and obligations hereunder. The fees payable by the Parent Borrower pursuant to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. (g) Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. (h) Subject to the terms foregoing provisions of this AgreementArticle VIII, the Administrative Agent shall, on behalf of the Lenders, (i) execute each Loan Document other than this Agreement on behalf of the Lenders, (ii) hold and apply the Collateral, and the proceeds thereof, at any time received by it in accordance with the provisions of the Loan Documents, (iii) exercise any and all rights, powers and remedies of the Lenders under the Loan Documents, including the giving of any consent or waiver or the entering into of any amendment, subject to the provisions of Section 10.02, (iv) execute, deliver and file financing statements, assignments and other such agreements, and possess instruments on behalf of the Lenders and (v) in the event of acceleration of the obligations of the Borrowers hereunder, exercise the rights of the Lenders under the Loan Documents upon and at the direction of the Required Lenders. (i) The Co-Syndication Agents and the Co-Documentation Agents shall not have any right, power, obligation, liability, responsibility or duty under any of the Loan Documents other than those applicable to all Lenders. Without limiting the foregoing, the Co-Syndication Agents shall and the Co-Documentation Agents shall not have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgements with respect to the Co-Syndication Agents and the Co-Documentation Agents as it makes with respect to the Administrative Agent or any other Lender in this Article VIII.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent, the Collateral Agent and the Collateral Administrator to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents, as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parentas applicable, (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender and each of the Secondary Lenders hereby irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Program Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Program Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Program Document or otherwise exist for the Agent. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Program Documents, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of NotesManaging Agents; provided, however, that the Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement Agreement, the other Program Documents or applicable lawApplicable Law. Without limiting Each Lender and each Secondary Lender agrees that in any instance in which the generality Program Documents provide that the Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingAgent’s reasonable discretion, (a) or provide to a similar effect, it shall not in its instructions to the Agent shall not be subject to any fiduciary withhold its consent or other implied duties, regardless of whether a Default or exercise its discretion in an Event of Default has occurred and is continuing, unreasonable manner. (b) Each Lender and each Secondary Lender hereby designates and appoints the Managing Agent for such Lender’s or Secondary Lender’s Lender Group as its Managing Agent hereunder to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Program Documents as are delegated to the Managing Agents by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. The Managing Agents shall not have any duty duties or responsibilities, except those expressly set forth herein or in the other Program Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Managing Agents shall be read into this Agreement or any other Program Document or otherwise exist for the Managing Agents. As to any matters not expressly provided for by this Agreement or the other Program Documents, no Managing Agent shall 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 Lenders or the Secondary Lenders in the related Lender Group; provided, however, that no Managing Agent shall be required to take any discretionary action which exposes such Managing Agent to personal liability or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent which is required contrary to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Program Documents or Applicable Law. Each Lender and each Secondary Lender agrees that in any instance in which the Program Documents provide that its related Managing Agents’ consent may not be unreasonably withheld, provide for the exercise of such Managing Agents’ reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower such Managing Agent withhold its consent or any of the Subsidiaries that is communicated to or obtained by it or any of exercise its Affiliates discretion in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementan unreasonable manner.

Authorization and Action. (a) Each Lender Purchaser hereby designates and appoints First Chicago to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, of this Agreement and the other Transaction Documents together with such powers and discretion as are reasonably incidental thereto. As to The Agent shall not have any matters not duties or responsibilities, except those expressly provided for by set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement (including, without limitation, enforcement or collection of any other Transaction Document or otherwise exist for the Notes)Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not be required to exercise any discretion or take any action, but assume nor shall be required deemed to act have assumed any obligation or to refrain from acting (and shall be fully protected in so acting relationship of trust or refraining from acting) upon agency with or for the instructions Seller or any of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the its successors or assigns. The Agent shall not be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements, together with such other instruments or documents determined by the Agent to be necessary or desirable in order to perfect, evidence or more fully protect the interest of the Purchasers contemplated hereunder, on behalf of such Purchaser (the terms of which shall be binding on such Purchaser). (b) Without limiting the generality of the foregoing, (a) the Agent shall is authorized (but not required) to act on behalf of the Purchasers in connection with providing such instructions, approvals, waivers or consents as may from time to time be subject required hereunder or under the Transfer Agreement to any fiduciary permit or other implied duties, regardless of whether a Default authorize or an Event of Default has occurred and is continuing, (b) direct the Agent shall not have any duty Seller to take or refrain from taking any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement under the Transfer Agreement; provided that the Agent is required may at any time, in its sole discretion, elect to exercise in writing refrain from providing any such instructions, approvals, waivers or consents until such time as directed by it shall have received the consent thereto of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementInvestors.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent, the Collateral Administrator and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersMajority Lenders or, and with respect to the Collateral Agent, the Administrative Agent; provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders), to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in 750499896 22723957 compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or the Administrative Agent on their behalf). Neither the Collateral Agent nor any officer, agent or representative thereof shall be personally liable for any action taken by any such other number Person in accordance with any notice given by the Majority Lenders or percentage the Required Lenders, as applicable (or by the Administrative Agent acting at the direction of the Majority Lenders as shall be necessary under or the circumstances as provided in Section 8.01Required Lenders), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. The Collateral Agent shall be entitled to conclusively rely upon directions provided by the Administrative Agent as if provided by the requisite Lenders authorized to provide such direction hereunder. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five-Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender of the Lenders hereby irrevocably appoints each Agent (other than the Co-Syndication Agents and Documentation Agents) as its agent and authorizes the each such Agent to take such action as agent actions on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the such Agent by the terms hereofof the Loan Documents, together with such actions and powers and discretion as are reasonably incidental thereto. As to . (b) Any Lender serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any matters other Lender and may exercise the same as though it were not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lendersan Agent, and such instructions shall be binding upon all Lenders Lender and all holders its Affiliates may accept deposits from, lend money to and generally engage in any kind of Notes; provided, however, that business with the Borrower or any of its Subsidiaries or other Affiliate thereof as if it were not an Agent hereunder. (c) No Agent shall not be required to take have any action that exposes duties or obligations except those expressly set forth in the Agent to personal liability or that is contrary to this Agreement or applicable lawLoan Documents. Without limiting the generality of the foregoing, (ai) the no Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (bii) the no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement the Loan Documents that the such Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.0111.01), and (ciii) except as expressly set forth in this Agreementthe Loan Documents, the no Agent shall not have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the its Subsidiaries or Affiliates that is communicated to or obtained by it the Lender serving as such Agent or any of its Affiliates in any capacity. The No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.01 or any other provision of this Agreement) or in the absence of its own gross negligence or willful misconduct. Each Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the such Agent by the Borrower or a Lender (in which case such Agent shall promptly give a copy of such written notice to the Lenders and the other Agents). No Agent shall be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with any Loan Document, (B) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (D) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Article VI or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Neither any Co-Syndication Agent nor any Documentation Agent shall have any duties or obligations in such capacity under any of the Loan Documents. (d) Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (e) Each Agent may perform any and all its duties and exercise its rights and powers by or through one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding subsections of this Section 10.01 shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent. (f) Subject to the appointment and acceptance of a successor Agent as provided in this subsection (f), any Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a Lender with an office in New York, New York, or an Affiliate of any such Lender. The Upon the acceptance of its appointment as an Agent agrees hereunder by a successor, such successor shall succeed to promptly make available to each Lender and become vested with all information delivered to the Agent pursuant to Section 5.01rights, powers, privileges and duties of the retiring Agent, and the retiring Agent agrees to give to each Lender prompt notice of each notice given to it shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower pursuant to a successor Agent shall be the terms same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent's resignation hereunder, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent. (g) Each Lender acknowledges that it has independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender agrees (except as provided in Section 11.05) that it will not take any legal action, nor institute any actions or proceedings, against the Borrower or any other obligor hereunder with respect to any Collateral, without the prior written consent of the Required Lenders. Without limiting the generality of the foregoing, no Lender may accelerate its portion of the Loans, or unilaterally terminate its Commitment except in accordance with Section 9.02.

Authorization and Action. (a) Each Lender on its own behalf (and, for the purposes of Article 10 and the Swap Guarantee, on behalf of each of its Affiliates which is or becomes a Swap Lender) hereby irrevocably appoints and authorizes the Agent to take such action as be its agent in its name and on its behalf and to exercise such rights or powers and discretion granted to the Agent or the Lenders under this Agreement as are delegated to the Agent by extent specifically provided herein and on the terms hereof, together with such powers and discretion as are reasonably incidental theretothereto and the Agent hereby accepts such appointment and authorization. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)Agreement, the Agent shall not be required to exercise any discretion or take any action, but but, subject to Section 14.9, 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, Majority Lenders and such instructions shall be binding upon all Lenders and all holders of NotesLenders; provided, however, that the Agent shall not be required to take any action that which exposes the Agent to personal liability in such capacity or that which could result in the Agent's incurring any costs and expenses, without provision being made for indemnity of the Agent by the Lenders against any loss, liability, cost or expense incurred, or to be incurred or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, Laws. (b) Except as provided otherwise in Section 14.1(e), where the Agent terms of this Agreement or the Security refer to any action to be taken hereunder or thereunder by the Lenders or to any such action that requires the consent, approval, satisfaction, agreement or other determination of the Lenders, the action taken by and the consent, approval, satisfaction, agreement or other determination given or made by the Majority Lenders shall not have any duty to take any discretionary constitute the action or exercise any discretionary powersconsent, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (approval, agreement or such other number or percentage determination of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and herein or therein referred to. (c) except Except as expressly set forth provided otherwise in this AgreementSection 14.1, the Agent shall not have the right to take such actions as it deems necessary, or to refrain from taking such actions or to give agreements, consents, approvals or instructions to the Borrower on behalf of the Lenders in respect of all matters referred to in or contemplated by this Agreement. (d) Except as provided otherwise in Section 14.1(e) or where this Agreement expressly requires that any duty matter be determined or consented to disclose, and shall not be liable for by all the failure to discloseLenders, any information relating to Parent, provision of this Agreement may be amended only if the Borrower or any of and the Subsidiaries that is communicated to or obtained by it or any of its Affiliates Majority Lenders so agree in any capacity. The Agent shall be deemed not to have knowledge of writing and any Default or Event of Default unless and until written notice thereof is given to may be waived before or after it occurs only if the Agent by the Borrower Majority Lenders so agree in writing. (e) Any amendment, extension or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01waiver of, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to or consent or determination relating to, the terms of this Agreement which changes or relates to: (i) the Total Commitment or the Commitment of any Lender except as permitted by this Agreement; (ii) a decrease in the rates, or an extension in the dates of payment, of interest payable hereunder; (iii) a decrease in the amount, or an extension in the dates of payment, of fees payable hereunder except for (A) fronting fees payable pursuant to Section 3.5 (which may be varied with the consent of the LC Issuer) and (B) agency fees payable pursuant to Section 3.7 (which may be varied with the consent of the Agent); (iv) a decrease in the amount, or an extension in the dates of payment, of principal required hereunder; (v) the types of Advances available hereunder; (vi) the extension provisions in Section 2.3 except for the notice periods referred to therein; (vii) an assignment or transfer by the Borrower of any or all of its rights and obligations under this Agreement; (viii) any release of the Security; (ix) any assignment or transfer by a Restricted Subsidiary of, or release or amendment of, any or all of its obligations under any Restricted Subsidiary Guarantee not provided for hereunder; (x) Section 14.17(a)(ii); or (xi) this Section 14.1(e); shall require the unanimous consent in writing of all the Lenders; provided that: (A) any amendment or waiver which changes or relates to the rights or obligations of the Agent, any LC Issuer or the Swing Line Lender shall also require the agreement of the Agent, the LC Issuer or such Swing Line Lender, as applicable; and (B) any amendment or waiver which changes or relates to Section 10.3 or this paragraph (B) or which would adversely affect in any material way the Security insofar as it pertains to a Swap Lender shall also require the agreement of the Swap Lender so affected; and all references to unanimous consent in such context shall be construed accordingly. (f) The Agent shall declare an Event of Default and demand payment under Section 11.2 of any or all of the Loan Indebtedness when directed to do so by written notice of the Majority Lenders.

Authorization and Action. Each Lender hereby appoints Rabobank as Agent and authorizes the Agent to execute the Loan Documents and to take such action as agent on its behalf and to exercise such powers and discretion perform such duties under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. The duties and obligations of the Agent are strictly limited to those expressly provided for herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Agent. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, including enforcement of the Loan Documents or collection of the Notesany amounts due thereunder), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of NotesLenders; provided, however, that except for action expressly required of the Agent hereunder, the Agent shall in all cases be fully justified in failing or refusing to act under any Loan Document unless it shall be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by reason of taking or continuing to take any such action, and that the Agent shall not in any event be required to take any action that which exposes the Agent to personal liability or that which is contrary to this Agreement any Loan Document or applicable law. Without limiting the generality of the foregoingNothing in any Loan Document shall, (a) or shall be construed to, constitute the Agent shall not be subject to a trustee or fiduciary for any fiduciary Lender or other implied duties, regardless of whether a Default or an Event of Default has occurred the Issuing Lender. In performing its functions and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreementduties hereunder, the Agent shall act solely as the agent of the Lenders and does not have any duty to disclose, assume and shall not be liable deemed to have assumed any obligation towards or relationship of agency or trust with or for the failure to disclose, any information relating to Parent, the Borrower or any Guarantor. Each Lender agrees that the Borrower shall be entitled to rely on any action purportedly taken by the Agent on behalf of the Subsidiaries Lenders. Each Lender agrees that is communicated the Borrower shall have no liability for the Agent’s failure to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given properly distribute to the Agent Lenders, as their interests may appear, any funds received by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to on behalf of the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementLenders.

Authorization and Action. (a) Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable) and as an Issuing Bank (if applicable)) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (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 Lender Parties and all holders of Notes; provided, however, 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. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Administrative Agent agrees to give to each Lender Party prompt notice of each 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, lead arranger or book running manager, in such Person’s capacity as such, shall have any obligations or duties to any Loan Party, the Administrative Agent or any other Lender Party under any of such Loan Documents. The obligations of Administrative Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Administrative Agent as a trustee for any Lender Party or to create an agency or fiduciary relationship. Administrative Agent shall act as the contractual representative of the Lender Parties hereunder and notwithstanding the use of the term ‘Administrative Agent’, it is understood and agreed that the Administrative Agent shall not have any fiduciary duties or responsibilities to any Lender Party by reason of this Agreement or any other Loan Document and is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Administrative Agent or the Required Lenders to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Required Lenders (or such other number or percentage of the Administrative Agent on their behalf). The Collateral Agent shall have no liability to the Borrower, the Collateral Manager, the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated other Secured Parties in connection with any sales to the extent conducted at the direction of the Administrative Agent. (c) Neither the Collateral Agent nor any officer, agent or obtained by it or any of its Affiliates in any capacity. The Agent representative thereof shall be deemed not to have knowledge of personally liable for any Default or Event of Default unless and until written action taken by any such Person in accordance with any notice thereof is given to the Agent by the Borrower Administrative Agent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Administrative Agent or the Required Lenders or Persons purporting to be the Administrative Agent or the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. Each Lender hereby appoints (i) The Company has all requisite corporate power and authorizes the Agent authority and has taken all corporate action necessary in order to take such action as agent on execute, deliver and perform its behalf and to exercise such powers and discretion obligations under this Agreement as are delegated and to consummate the transactions contemplated hereby, subject only, with respect to the Agent Merger, to approval of this Agreement by a majority of the outstanding shares of Company Common Stock (the “Requisite Shareholder Approval”). This Agreement has been duly and validly executed and delivered by the terms hereofCompany and, together with such powers assuming due authorization, execution and discretion as are reasonably incidental thereto. As to any matters not expressly provided for delivery by this Agreement (includingAcquirer, without limitation, enforcement or collection is a valid and binding obligation of the Notes)Company enforceable against the Company in accordance with its terms, the Agent shall not except as enforcement may be required limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to exercise any discretion or take any action, but shall be required affecting creditors’ rights and 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 Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied dutiesgeneral equitable principles, regardless of whether such enforceability is considered in a Default proceeding in equity or an Event at law (the “Bankruptcy and Equity Exception”). (ii) The Company Board has received the opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion) of Default its financial advisor, Sandler ▇’▇▇▇▇▇ and Partners, L.P., to the effect that, subject to the assumptions, qualifications and limitations set forth therein, as of the date of such opinion, the Per Share Merger Consideration is fair to the holders of the Shares from a financial point of view. It is agreed and understood that such opinion is solely for the benefit of the Company Board and may not be relied upon by Acquirer or any holders of capital stock of the Company. (iii) The Company Board has occurred duly adopted resolutions (1) adopting this Agreement and is continuingapproving the transactions contemplated hereby, (b2) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by determining that this Agreement that and the Agent is required to exercise transactions contemplated hereby are advisable, and in writing as directed by the Required Lenders (or such other number or percentage best interests of the Lenders as shall be necessary under the circumstances as provided in Section 8.01)Company and its shareholders, and (c3) except as expressly set forth in recommending that the Company’s shareholders approve this Agreement (such recommendation, the “Company Board Recommendation”). (iv) Neither the execution and delivery by the Company of this Agreement, nor the Agent shall not have consummation of the transactions contemplated hereby, nor compliance by the Company with any duty of the provisions hereof, will (1) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss to disclosethe Company or any of its Subsidiaries of any benefit or creation of any right on the part of any third party under, and shall not or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Encumbrances upon any of the material properties or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of (x) the certificate of incorporation or bylaws of the Company or the certificate of incorporation, charter, bylaws or other governing instruments of any of its Subsidiaries or (y) any Material Contract to which the Company or any of its Subsidiaries is a party or by which it may be liable for bound, or to which the failure to disclose, Company or any information relating to Parent, the Borrower of its Subsidiaries or any of the Subsidiaries that is communicated to properties or obtained by it assets of the Company or any of its Affiliates Subsidiaries may be subject, or (2) subject to compliance with the statutes and regulations referred to in Section 4.02(e), violate any capacity. The Agent shall be deemed not to have knowledge of any Default Law or Event of Default unless and until written notice thereof is given Order applicable to the Agent by the Borrower Company or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice any of each notice given to it by the Borrower pursuant to the terms its Subsidiaries or any of this Agreementtheir respective properties or assets.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or any other Facility Document to which the Administrative Agent is a party (if any) as duties on its part to be performed or observed. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes)other Facility Documents, 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 written instructions of the Required Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, provided that the Administrative Agent shall not be required to take any action that which exposes the Agent Administrative Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent's consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent's reasonable discretion, or provide to a similar effect, it shall not have any duty in its US_303658666v4 instructions (or, by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the Administrative Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to be its agent hereunder, and to be its possessory agent as to all Collateral, and to take such action as agent on its behalf and to exercise such rights, remedies and powers and discretion under this Agreement and the other Related Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental theretothereto as determined solely by Agent. Each Lender hereby acknowledges that Agent shall not have, by reason of this Agreement, assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, the Company or its Subsidiaries. As to any matters not expressly provided for by this Agreement and the other Related Documents (including, without limitation, enforcement or collection of the Notes), the Agent may, but shall not be required to to, exercise any discretion or take any actionaction permitted thereunder, but provided, that the Agent shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, and such written instructions shall be binding upon all Lenders and all holders of NotesLenders; provided, however, that the that Agent shall not be required fully justified in failing or refusing to take any action that exposes the Agent to personal liability or that is contrary to under this Agreement or applicable law. Without limiting the generality of other Related Documents, or as to the foregoingCollateral, (a) the or as to any third party, unless Agent shall not first be subject indemnified to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed its satisfaction by the Lenders against any and all liability and expense which Agent may incur by reason of taking or being requested not to take, any action requested by the Required Lenders. If Agent seeks the consent or approval of Required Lenders (or such other a greater or lesser number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth required in this Agreement) with respect to any action or decision hereunder, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until send written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered and thereafter shall notify each Lender at any time that the Required Lenders have instructed Agent to act or refrain from acting pursuant hereto. In requesting the Agent to act or refrain from acting, each Lender shall send its written instructions to the Agent pursuant to Section 5.01, and other Lenders as well as the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementAgent.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes its related Funding Agent and the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to such Funding Agent or the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof and thereof. Neither the Administrative Agent nor any Funding Agent (the Administrative Agent and each Funding Agent being referred to in this Article as an “Agent”) shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of any Agent shall be read into this Agreement or any other Facility Document to which any Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement and the transactions contemplated hereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the each 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 written instructions of (i) in the case of the Administrative Agent, the Required LendersLenders or the Funding Agents, as applicable, and (ii) in the case of any Funding Agent, the majority of Lenders (based on each Lender’s Commitment) in such instructions shall be binding upon all Lenders and all holders of NotesFunding Agent’s Facility Group; provided, however, provided that the no Agent shall not be required to take any action that which exposes the Agent Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of an Agent’s reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or, by refusing to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given provide instruction) to the such Agent by the Borrower withhold its consent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementexercise its discretion in an unreasonable manner.

Authorization and Action. (a) Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement the Loan Documents (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, 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. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Administrative Agent agrees to give to each Lender prompt notice of each 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, lead arranger or book running manager, in such Person’s capacity as such, shall have any obligations or duties to any Loan Party, the Administrative Agent or any other Lender under any of such Loan Documents. The obligations of Administrative Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Administrative Agent as a trustee for any Lender or to create an agency or fiduciary relationship. Administrative Agent shall act as the contractual representative of the Lenders hereunder and notwithstanding the use of the term ‘Administrative Agent’, it is understood and agreed that the Administrative Agent shall not have any fiduciary duties or responsibilities to any Lender by reason of this Agreement or any other Loan Document and is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. (b) [Intentionally Omitted.]

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the 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 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 Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent shall be under no obligation to execute any of the rights or powers provided to it in this Agreement at the request or instruction of the Required Lenders unless such Lenders have provided the Agent with an indemnity against the costs, expenses and liability which might be incurred by taking, or refraining from taking, such action. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01)) and determined in accordance with this Section 7.01, and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.015.02, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and irrevocably authorizes the Agent Agents to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent Agents by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. Without limitation of the foregoing, each Lender hereby expressly authorizes Agents to execute, deliver and perform its obligations hereunder and under each of the Loan Documents to which either of Agents are a party, and to exercise hereunder or thereunder all rights, powers and remedies that Agents may have hereunder or thereunder. Each Lender agrees that any action taken by Agents in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by Agents of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, will be authorized and binding upon all Lenders. As to any matters not expressly provided for hereunder or by this Agreement the Loan Documents (including, without limitation, enforcement or collection of the NotesObligations), the Agent shall Agents will not be required to exercise any discretion or take any action, but shall will be required to act or to refrain from acting (and shall will be fully protected in so acting or refraining from acting) upon the instructions of the Required Majority Lenders (or if applicable under Section 12.4 below, all Lenders), and such instructions shall will be binding upon all Lenders. The duties of Agents will be mechanical and administrative in nature and Agents will have no fiduciary relationship in respect of any Lender. If Agents will request instructions from any Lenders with respect to any act or failure to act in connection with this Agreement, the Credit Facilities or any of the Loan Documents, Agents will be entitled to refrain from such act or taking such action unless and all holders until Agents have received instructions and Agents will have no liability to any Person or Lender by reason of Notes; provided, however, that the Agent shall so refraining. Agents will not be required to take any action that which exposes the Agent Agents to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the 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 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, the Required Revolving Lenders or the Required Incremental Term Lenders, as the case may be, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders, the Required Revolving Lenders or the Required Incremental Term Lenders, as the case may be (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. Each Lender and the Board hereby appoints and authorizes each of the Agent and the Collateral Agent to take such action as administrative agent and collateral agent, respectively, on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated by such Lender to the it as Agent or Collateral Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, and each of the Agent and the Collateral Agent hereby accepts such authorization and appointment. As The Agent and the Collateral Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Agreement and the other Loan Documents and no implied covenants or obligations shall be read into this Agreement or any other Loan Document against the Agent or the Collateral Agent. Except with respect to any matters not matter as to which the Agent or the Collateral Agent is expressly provided for directed to take any specific action (or refrain from taking any specific action) by the terms of this Agreement or any other Loan Documents, neither the Agent nor the Collateral Agent shall be required to take any action (including, without limitation, enforcement including making any determination) or collection refrain from taking any action except upon the written instructions of the Notes)Controlling Creditor, and neither the Agent nor the Collateral Agent shall not be required to exercise any discretion vested in the Agent or take the Collateral Agent under this Agreement or any actionother Loan Document, but each of the Agent and the Collateral Agent shall be required to act or to refrain from acting with regard to any such action (and shall be fully protected in in, and shall have no liability for, so acting or refraining from actingaction) upon the such written instructions of the Required LendersControlling Creditor (including, without limitation, with respect to matters arising under the Collateral Documents and the other Loan Documents), and such instructions shall be binding upon all Lenders and all holders of Notesthe Board; provided, however, that neither the Agent nor the Collateral Agent shall not be required to take any action that exposes which could reasonably be expected to expose either the Agent or the Collateral Agent to personal liability or that which is contrary to this Agreement Agreement, the Board Guaranty, any Counter-Guarantee, any Counter-Guarantor Letter of Credit, the Notes any other Loan Document or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject As to any fiduciary or other implied duties, regardless provisions of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed or any other Loan Document under which action may be taken or approval given by the Required Lenders (or such other number or percentage less than all of the Lenders or the Board or both, as the case may be, the action taken or approval given by the required Lenders or the Board or both, as the case may be, shall be necessary under binding upon all Lenders and the circumstances Board to the same extent and with the same effect as provided if each Lender and the Board had joined therein. Each of the Agent and the Collateral Agent shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other document, instrument or writing believed by it to be genuine and to have been signed or sent by the proper person or persons and, in Section 8.01)respect of legal matters, upon the opinion of counsel selected by the Agent or the Collateral Agent. Each of the Agent and (c) except the Collateral Agent may deem and treat the payee of the Notes as expressly set forth in 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 Agent and the Collateral 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 the Loan shall be conclusive and binding on any subsequent holder, transferee or assignee of the Loan. Upon any delivery of any instructions to the Collateral Agent by the Requisite Lenders pursuant to this Agreement, the Agent shall not have any duty certify to disclosethe Collateral Agent that the Lenders delivering such instructions constitute the Requisite Lenders under the Agreement and (i) the Collateral Agent may but shall be under no obligation to follow such instructions until the Agent shall certify to the Collateral Agent that the Lenders delivering such instructions constitute the Requisite Lenders under the Agreement and (ii) the Collateral Agent shall be fully protected in, and shall have no liability for, following such instructions whether or not the Agent shall have made the certification referred to in clause (i) above or declining to follow such instructions until the Agent shall have made the certification referred to in clause (i) above. Each Lender and the Board hereby authorizes and directs the Collateral Agent to enter into the Collateral Documents on its behalf, and acknowledges and agrees to all of the terms and conditions thereof and agrees to be liable for the failure to disclose, any information relating to Parent, the Borrower bound thereby. No provision of this Agreement or any of other Loan Document shall be deemed to impose any duty or obligation on the Subsidiaries that is communicated Collateral Agent to perform any act or obtained by acts or exercise any right, power, duty or obligation conferred or imposed on it or any of its Affiliates in any capacity. The jurisdiction in which it shall be illegal or in which the Collateral Agent shall be deemed not unqualified or incompetent to have knowledge of perform any Default such act or Event of Default unless and until written notice thereof is given acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Collateral Agent in such jurisdiction or impose a tax on the Collateral Agent by reason thereof or to risk its own funds or otherwise incur any financial liability in the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice performance of each notice given to it by the Borrower pursuant to the terms of this Agreementits duties hereunder.

Authorization and Action. (a) Each Lender hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Further, each of the Lenders, on behalf of itself and any 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 all related documents or instruments as shall be necessary or appropriate to effect the purposes of the Collateral Documents. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such ▇▇▇▇▇▇’s behalf. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan 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 Loan Documents. (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including enforcement or collection of the Notescollection), 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 written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under necessary, pursuant to the circumstances as provided terms in Section 8.01the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender; provided, however, that the Administrative Agent shall not be required to take any action that (ci) except the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in this Agreementthe Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parentthe Borrower, the Borrower any Subsidiary or any Affiliate of any of the Subsidiaries foregoing that is communicated to or obtained by it the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender or any other Secured Party other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; (ii) where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be governed by the laws of any jurisdiction other than the United States of America, or is required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law; and (iii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) No Arranger, Syndication Agent or Co-Documentation Agent shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to any Loan Party under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed not to have knowledge authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Default Lender any plan of reorganization, arrangement, adjustment or Event composition affecting the Secured Obligations or the rights of Default unless any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. (g) The provisions of this Article VIII are solely for the benefit of the Administrative Agent and until written notice thereof is given the Lenders, and, except solely to the Agent by extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article VIII, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a Lenderthird party beneficiary under any such provisions. The Agent agrees Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to promptly make available to each Lender all information delivered have agreed to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms provisions of this AgreementArticle VIII.

Authorization and Action. (a) Each Lender of the Owners hereby designates and appoints JPMorgan as Note Agent hereunder, and authorizes the Note Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Note Agent under this Agreement and any related agreement, instrument and document as are delegated to the Note Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. As The Note Agent reserves the right, in its sole discretion to exercise any rights and remedies under this Agreement or any related agreement, instrument or document executed and delivered pursuant hereto, or pursuant to applicable law, and also to agree to any matters not expressly provided for by amendment, modification or waiver of this Agreement (includingor any related agreement, without limitationinstrument and document, enforcement or collection in each instance, on behalf of the Notes), the Owners. The Note Agent shall not be required to exercise have any discretion duties or take responsibilities, except those expressly set forth herein, or any actionfiduciary relationship with any Owner, but and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Note Agent shall be required to act read into this Agreement or to refrain from acting (otherwise exist for the Note Agent. In performing its functions and duties hereunder, the Note Agent does not assume nor shall be fully protected in so acting deemed to have assumed any obligation or refraining from acting) upon relationship of trust or agency with or for the instructions Depositor or the Issuer or any of its successors or assigns. Notwithstanding anything herein or elsewhere to the Required Lenderscontrary, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Note Agent shall not be required to take any action that which exposes the Note Agent to personal liability or that which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, . (b) Each Purchaser and each subsequent Owner from time to time hereby acknowledges and agrees that all payments in respect of the Agent shall not have any duty Note and in respect of fees and other amounts owing to take any discretionary action or exercise any discretionary powersthe Owners under this Agreement shall, except discretionary rights and powers as otherwise expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed provided herein, be remitted by the Required Lenders (or such other number or percentage applicable payor to the Note Agent on behalf of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01Owners, and the Note Agent agrees shall distribute all such amounts, promptly following receipt thereof, to give the applicable parties in interest according to each Lender prompt notice of each notice given to it their respective interests therein, determined by the Borrower pursuant reference to the terms of the Sale and Servicing Agreement, the Indenture, this AgreementAgreement and the Note Agent's books and records relating to the Note (it being agreed that the entries made in such books and records of the Note Agent shall be conclusive and binding for all purposes absent manifest error).

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersLenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Administrative Agent has been requested or directed by the Required Lenders to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Administrative Agent shall not be subject under any obligation to exercise any fiduciary of the rights or other implied dutiespowers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, regardless expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of whether a Default this Agreement or an Event any Facility Document shall otherwise be construed to require the Administrative Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, expense or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, cost, expense or liability. For the avoidance of Default has occurred and is continuingdoubt, (b) the Administrative Agent shall not have any duty or obligation to take any discretionary affirmative action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any Facility Document or Collateral Loan Document unless and until directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and Lenders. (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for the failure to disclose, any information relating to Parent, the Borrower or action taken by any of the Subsidiaries that is communicated to or obtained by it or such Person in accordance with any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower Administrative Agent or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Administrative Agent or the Required Lenders or Persons purporting to be the Administrative Agent or the Required Lenders are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. (a) Each Lender hereby appoints and authorizes GE Capital to act on behalf of all Lenders as the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Papers. The provisions of this Section 9.01 are solely for the benefit of the Administrative Agent and Lenders and neither the Borrower nor any other Person shall have any rights as are delegated to a third party beneficiary of any of the Agent by the terms provisions hereof, together with such powers . In performing its functions and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by duties under this Agreement (includingand the other Loan Papers, without limitationthe Administrative Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Parent, enforcement or collection the Borrower, any of the Notes), Borrower's Subsidiaries or any other Person. The Administrative Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Papers. The duties of the Administrative Agent shall be mechanical and administrative in nature and the Administrative Agent shall not have, or be required deemed to exercise have, by reason of this Agreement, any discretion other Loan Paper or take otherwise a fiduciary relationship in respect of 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 Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable lawLender. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except Except as expressly set forth in this AgreementAgreement and the other Loan Papers, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent, the Borrower or any of the their respective Subsidiaries or any account debtor that is communicated to or obtained by it GE Capital or any of its Affiliates in any capacity. The Neither the Administrative Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Paper, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct. (b) If the Administrative Agent shall request instructions from Majority Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Paper, then the Administrative Agent shall be deemed not entitled to have knowledge of any Default refrain from such act or Event of Default taking such action unless and until written notice thereof is given to the Administrative Agent by shall have received instructions from Majority Lenders or all affected Lenders, as the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01case may be, and the Administrative Agent agrees shall not incur liability to give any Person by reason of so refraining. The Administrative Agent shall be fully justified in failing or refusing to each Lender prompt notice take any action hereunder or under any other Loan Paper (a) if such action would, in the opinion of each notice given the Administrative Agent, be contrary to it by the Borrower pursuant to law or the terms of this AgreementAgreement or any other Loan Paper, (b) if such action would, in the opinion of the Administrative Agent, expose the Administrative Agent to Environmental Liabilities or (c) if the Administrative Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Loan Paper in accordance with the instructions of Majority Lenders or all affected Lenders, as applicable.

Authorization and Action. (a) Each Lender hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender authorizes the Administrative Agent to take such action actions as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with under such agreements and to exercise such powers and discretion as are reasonably incidental thereto. Further, each of the Lenders, on behalf of itself and any 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 all related documents or instruments as shall be necessary or appropriate to effect the purposes of the Collateral Documents. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such ▇▇▇▇▇▇’s behalf. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan 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 Loan Documents. (b) As to any matters not expressly provided for by this Agreement herein and in the other Loan Documents (including, without limitation, including enforcement or collection of the Notescollection), 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 written instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under necessary, pursuant to the circumstances as provided terms in Section 8.01the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender; provided, however, that the Administrative Agent shall not be required to take any action that (ci) except the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in this Agreementthe Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parentany Borrower, the Borrower any Restricted Subsidiary or any Affiliate of any of the Subsidiaries foregoing that is communicated to or obtained by it the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender or any other Secured Party other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; (ii) where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be governed by the laws of any jurisdiction other than the United States of America, or is required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law; and (iii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. (d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) The Arrangers, the Syndication Agent and the Co-Documentation Agents shall not have obligations or duties whatsoever in such capacities under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacities, but all such persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to any Loan Party under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. (g) The provisions of this Article VIII are solely for the benefit of the Administrative Agent and the Lenders, and, except solely to the extent of the Borrowers’ rights to consent pursuant to and subject to the conditions set forth in this Article VIII, none of the TopCo Borrower or any Restricted Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have knowledge of any Default or Event of Default unless and until written notice thereof is given agreed to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms provisions of this AgreementArticle VIII.

Authorization and Action. Each Lender Certificate Purchaser hereby appoints and authorizes the Administrative Agent to take such action as agent Administrative Agent on its such Certificate Purchaser's behalf and to exercise such powers and discretion under this Agreement Lease and the other Operative Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental theretothereto (including any delegation by Trustee of any of its obligations under the Operative Documents in accordance with the provisions of such Operative Documents). This appointment and authorization is intended solely for the purpose of facilitating certain administrative and ministerial functions relating to this Lease (including (a) the determination of certain Interest Rate components and applicable Pricing Levels, and (b) the receipt and distribution of certain information, received by Administrative Agent for distribution to the Certificate Purchasers, Trustee or Lessee, as applicable (including Equipment delivery dates, subleases, substitutions and purchases, Guarantor financial information, Eurodollar Rate Investment matters and other information specified herein or in the other Operative Documents) and does not constitute the appointment of Administrative Agent as trustee for any Certificate Purchaser or as representative of any Certificate Purchaser for any other purpose. As to any matters not expressly provided for by this Agreement (includingLease or the other Operative Documents, 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 LendersCertificate Purchasers (EXCEPT actions requiring the consent of all Certificate Purchasers, in which case Administrative Agent shall act or refrain from acting upon instructions consented to by all Certificate Purchasers), and such instructions shall be binding upon all Lenders and all holders of NotesCertificate Purchasers; providedPROVIDED, howeverHOWEVER, that Administrative Agent may rely upon the Agent instructions of the Required Certificate Purchasers or all Certificate Purchasers, as the case may be, and shall not be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement Lease or applicable lawApplicable Laws. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Administrative Agent agrees to give to each Lender Certificate Purchaser prompt notice of each notice given to it by the Borrower ▇▇▇▇▇▇, Guarantor and Trustee pursuant to the terms of this Agreementthe Operative Documents.

Authorization and Action. Each Lender and the Board and the Supplemental Guarantor hereby appoints and authorizes (i) the Agent to take such action as administrative agent on its behalf and to exercise such powers and discretion under this Agreement, the Notes and the other Loan Documents as are delegated by such Lender, the Supplemental Guarantor and the Board to it as Agent by the terms hereof and thereof and (ii) the Collateral Agent to take such action as collateral agent on its behalf and to exercise such powers under the Security Agreement as are delegated by such Lender, the Supplemental Guarantor and the Board to the it as Collateral Agent by the terms hereofhereof and thereof, together together, in each case, with such powers and discretion as are reasonably incidental theretothereto (the Agent and the Collateral Agent are referred to in this Article IX individually as a "Facility Agent" and collectively, as the "Facility Agents"), and each Facility Agent hereby accepts such authorization and appointment. As to any matters not expressly provided for by this Agreement, the Notes, a Security Agreement or any other Loan Document or provided for with specific reference to this Section 9.1 (including, without limitation, enforcement or collection of the Notes), the neither Facility 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 actingaction) upon the instructions of the Required LendersBoard or, if the Board Guarantee has terminated without a payment having been made thereunder, the Requisite Lenders and such instructions shall be binding upon all Lenders and all holders of Notesthe Supplemental Guarantor; provided, however, that the neither Facility Agent shall not be required to take any action that which exposes the such Facility Agent to personal liability or that which is contrary to this Agreement Agreement, the Board Guarantee, the Security Documents, the Supplemental Guarantee, any Note or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject As to any fiduciary or other implied duties, regardless provision of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Security Agreement or any other Loan Document under which action may be taken or approval given by less than all of the Lenders and/or the Board, as the case may be, the action taken or approval given by the Requisite Lenders and/or the Board, as the case may be, shall be binding upon all Lenders and the Supplemental Guarantor to the same extent and with the same effect as if each Lender and the Supplemental Guarantor had joined therein. Each Facility Agent shall not be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order, other document or other instrument or writing believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, in respect of legal matters, upon the opinion of counsel selected by such Facility Agent. The Agent may deem and treat the payee of each 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 Agent. Any request, authority or consent of any duty to disclosePerson who at the time of making such request or giving such authority or consent is the holder of a Note shall be conclusive and binding on any subsequent holder, and transferee or assignee of such Note. The Facility Agents shall not be liable for the failure required to disclose, any information relating to Parent, the Borrower expend or risk any of their own funds or otherwise incur any financial or other liability in the Subsidiaries that is communicated to or obtained by it or performance of any of its Affiliates in their respective duties hereunder; it being acknowledged and agreed that the performance of ordinary course activities hereunder shall not be interpreted as requiring the Facility Agents to risk any capacity. The Agent shall be deemed not to have knowledge of funds or incur any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementsuch liability.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the 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 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 Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available forward to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. ‎No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents to which it is a party nor any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any other Facility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required LendersMajority Lenders (or, and with respect to the Collateral Agent, the Administrative Agent); provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement, the other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. (b) If the Collateral Agent has been requested or directed by the Majority Lenders or the Required Lenders, as applicable, (or by the Administrative Agent acting at the direction of the Majority Lenders or the Required Lenders) to take any action pursuant to any provision of this Agreement or applicable law. Without limiting any other Facility Document, the generality of the foregoing, (a) the Collateral Agent shall not be subject under any obligation to exercise any fiduciary of the rights or powers vested in it by this Agreement or such Facility Document in the manner so requested unless it shall have been provided indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with or in performing such request or direction. No provision of this Agreement or any other implied dutiesFacility Document shall otherwise be construed to require the Collateral Agent to expend or risk its own funds or to take any action that could in its judgment cause it to incur any cost, regardless expenses or liability, unless it is provided indemnity acceptable to it against any such expenditure, risk, costs, expense or liability. For the avoidance of whether a Default or an Event of Default has occurred and is continuingdoubt, (b) the Collateral Agent shall not have any duty or obligation to take any discretionary action to exercise or exercise enforce any discretionary powerspower, except discretionary rights and powers expressly contemplated by right or remedy available to it under this Agreement that the Agent is required to exercise in writing as or any other Facility Document or any Related Document unless and until directed by the Majority Lenders or the Required Lenders Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01Administrative Agent on their behalf), and . (c) except as expressly set forth in this AgreementNeither the Collateral Agent nor any officer, the Agent agent or representative thereof shall not have any duty to disclose, and shall not be personally liable for any action taken by any such Person in accordance with any notice given by the failure to discloseMajority Lenders or the Required Lenders, any information relating to Parentas applicable, (or by the Borrower or any Administrative Agent acting at the direction of the Subsidiaries that is communicated to Majority Lenders or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower Required Lenders) pursuant to the terms of this Agreement or any other Facility Document even if, at the time such action is taken by any such Person, the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice, except where the Responsible Officer of the Collateral Agent has actual knowledge (without any duty of inquiry or investigation on its part) that the Majority Lenders or the Required Lenders, as applicable, or Persons purporting to be the Majority Lenders or the Required Lenders, as applicable, are not entitled to give such notice. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Facility Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. (d) If in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, it may request written instructions from the Administrative Agent as to the course of action desired by it. If the Collateral Agent does not receive such instructions within five (5) Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such five (5) Business Day period except to the extent it has already, in good faith, taken or committed itself to take, action inconsistent with such instructions.

Authorization and Action. 11.1.1. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Each Lender hereby acknowledges that Administrative Agent shall not have by reason of this Agreement assumed a fiduciary relationship in respect of any Lender. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as agent of Lenders and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, Borrowers. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, including without limitation, limitation enforcement or and collection of the Notes), the Administrative Agent may, but shall not be required to 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 LendersLenders holding the requisite amount of Obligations set forth in Section 11.10, whenever such instruction shall be requested by Administrative Agent or required hereunder, and such instructions shall be binding upon all Lenders and all holders of NotesLenders; provided, however, that the Administrative Agent shall not be required fully justified in failing or refusing to take any action that which exposes the Administrative Agent to personal any liability or that which is contrary to this Agreement Agreement, the other Loan Documents or applicable law, unless Administrative 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. Without limiting If Administrative Agent seeks the generality consent or approval of the foregoingLenders with respect to any action hereunder, (a) the Administrative Agent shall not be subject send notice thereof to each Lender and shall notify each Lender at any fiduciary time that the Lenders holding the requisite amount of Obligations set forth in Section 11.10 have instructed Administrative Agent to act or refrain from acting pursuant hereto. 11.1.2. Each Term Loan B Lender hereby appoints and authorizes Term Loan B Agent to take such action on its behalf and to exercise such powers under this Agreement and the other implied dutiesLoan Documents as are delegated to Term Loan B Agent by the terms hereof and thereof, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the together with such powers as are reasonably incidental thereto. Each Term Loan B Lender hereby acknowledges that Term Loan B Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by reason of this Agreement that the Agent is required to exercise assumed a fiduciary relationship in writing as directed by the Required Lenders (or such other number or percentage respect of the Lenders as shall be necessary any Term Loan B Lender. In performing its functions and duties under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Term Loan B Agent shall not have any duty to disclose, act solely as agent of Term Loan B Lenders and shall not assume, or be liable for the failure deemed to disclosehave assumed, any information relating to Parentobligation toward, the or relationship of agency or trust with or for, Borrowers. 11.1.3. In any bankruptcy or similar proceeding involving any Borrower or any of their Subsidiaries, Administrative Agent and Term Loan B Agent shall each have the Subsidiaries option to act separately, with Administrative Agent acting on behalf of itself and in its capacity as agent for the Revolving Credit Lenders, and Term Loan B Agent acting on behalf of itself and in its capacity as agent for the Term Loan B Lenders. Each of Administrative Agent, on behalf of itself and the Revolving Credit Lenders, and Term Loan B Agent, on behalf of itself and the Term Loan B Lenders, shall be able to assert separate claims and take separate positions in any such proceeding; PROVIDED, HOWEVER, that, neither Administrative Agent nor Term Loan B Agent shall assert any claim or take any position or support any other Person asserting a claim or taking a position that is communicated to violates or obtained by it or conflicts with any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this AgreementAgreement or any other Loan Document.

Authorization and Action. Each Lender and the Board hereby appoints and authorizes each of the Agent and the Collateral Agent to take such action as administrative agent and collateral agent, respectively, on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated by such Lender to the it as Agent or Collateral Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, and each of the Agent and the Collateral Agent hereby accepts such authorization and appointment. As The Agent and the Collateral Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Agreement and the other Loan Documents and no implied covenants or obligations shall be read into this Agreement or any other Loan Document against the Agent or the Collateral Agent. Except with respect to any matters not matter as to which the Agent or the Collateral Agent is expressly provided for directed to take any specific action (or refrain from taking any specific action) by the terms of this Agreement or any other Loan Documents, neither the Agent nor the Collateral Agent shall be required to take any action (including, without limitation, enforcement including making any determination) or collection refrain from taking any action except upon the written instructions of the Notes)Controlling Creditor, and neither the Agent nor the Collateral Agent shall not be required to exercise any discretion vested in the Agent or take the Collateral Agent under this Agreement or any actionother Loan Document, but each of the Agent and the Collateral Agent shall be required to act or to refrain from acting with regard to any such action and exercise or refrain from exercising such discretion (and shall be fully protected in in, and shall have no liability for, so acting or refraining from acting) action upon the such written instructions of the Required LendersControlling Creditor (including, without limitation, with respect to matters arising under the Collateral Documents and the other Loan Documents), and such instructions shall be binding upon all Lenders and all holders of Notesthe Board; provided, however, that neither the Agent nor the Collateral Agent shall not be required to take any action that exposes which could expose either the Agent or the Collateral Agent to personal liability or that which is contrary to this Agreement Agreement, the Board Guaranty, any Counter-Guarantee, any Counter-Guarantor Letter of Credit, the Notes any other Loan Document or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject As to any fiduciary or other implied duties, regardless provisions of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed or any other Loan Document under which action may be taken or approval given by the Required Lenders (or such other number or percentage less than all of the Lenders or the Board or both, as the case may be, the action taken or approval given by the required Lenders or the Board or both, as the case may be, shall be necessary under binding upon all Lenders and the circumstances Board to the same extent and with the same effect as provided if each Lender and the Board had joined therein. Each of the Agent and the Collateral Agent shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other document, instrument or writing believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, in Section 8.01)respect of legal matters, upon the opinion of counsel selected by the Agent or the Collateral Agent. Each of the Agent and (c) except the Collateral Agent may deem and treat the payee of the Notes as expressly set forth in 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 Agent and the Collateral 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 the Loan shall be conclusive and binding on any subsequent holder, transferee or assignee of the Loan. Upon any delivery of any instructions to the Collateral Agent by the Requisite Lenders pursuant to this Agreement, the Agent shall not have any duty certify to disclosethe Collateral Agent that the Lenders delivering such instructions constitute the Requisite Lenders under the Agreement and (i) the Collateral Agent may but shall be under no obligation to follow such instructions until the Agent shall certify to the Collateral Agent that the Lenders delivering such instructions constitute the Requisite Lenders under the Agreement and (ii) the Collateral Agent shall be fully protected in, and shall have no liability for, following such instructions whether or not the Agent shall have made the certification referred to in clause (i) above or declining to follow such instructions until the Agent shall have made the certification referred to in clause (i) above. Each Lender and the Board hereby authorizes and directs the Collateral Agent to enter into the Collateral Documents on its behalf, and acknowledges and agrees to all of the terms and conditions thereof and agrees to be liable for the failure to disclose, any information relating to Parent, the Borrower bound thereby. No provision of this Agreement or any of other Loan Document shall be deemed to impose any duty or obligation on the Subsidiaries that is communicated Collateral Agent to perform any act or obtained by acts or exercise any right, power, duty or obligation conferred or imposed on it or any of its Affiliates in any capacity. The jurisdiction in which it shall be illegal or in which the Collateral Agent shall be deemed not unqualified or incompetent to have knowledge of perform any Default such act or Event of Default unless and until written notice thereof is given acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Collateral Agent in such jurisdiction or impose a tax on the Collateral Agent by reason thereof or to risk its own funds or otherwise incur any financial liability in the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice performance of each notice given to it by the Borrower pursuant to the terms of this Agreementits duties hereunder.

Authorization and Action. (A) Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (includingin the Loan Documents as being subject to the consent, direction or approval of Agent, such matters shall be subject to the sole discretion of Agent, its directors, officers, agents and employees, without limitation, enforcement or collection the approval of the Notes), the any Lender. 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 Lender Parties and all holders of Notes; provided, however, that the . Agent shall not be entitled to request instructions from the Required Lenders in exercising any discretion or taking any action 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 Lender Parties and all holders of Notes. In no event shall Agent be required to take any action that exposes the Agent believes to personal liability or that is be contrary to this Agreement or applicable law. Without limiting Law. (B) Notwithstanding the generality preceding, each of the foregoing, following shall require the approval or consent of the Required Lenders: (a1) The exercise of any rights and remedies under the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Loan Documents following an Event of Default has occurred and is continuingDefault, (b) provided that absent any direction from the Required Lenders, Agent shall not have any duty to take any discretionary action or may exercise any discretionary powers, except discretionary rights and powers expressly contemplated by right or remedy under the Loan Documents as Agent may determine in good faith to be necessary or appropriate to protect the Lenders; (2) Appointment of a successor Agent; (3) Approval of any amendment or modification of this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to other Loan Documents, or obtained by it issuance of any waiver of any provision of this Agreement or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge the other Loan Documents; and (4) Any waiver of any Default or Event of Default unless and until written notice thereof is given Default. (C) Notwithstanding the preceding, each of the following shall require the approval or consent of all the Lenders: (1) Any extension of the Maturity Date, any forgiveness of all or any portion of the principal amount of the Loan or any accrued interest thereon, or any other amendment of this Agreement or the other Loan Documents which would reduce the Margin, or the rate at which interest or any Fees are calculated, or forgive any Fees, or extend the time of payment of or of any grace or cure period with respect to the Agent by payment of any principal, interest or Fees; (2) Any modification of the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waiver or otherwise modify any rights hereunder or make any determination or grant any consent hereunder; (3) Any increase of the amount of the Loan; (4) Any release of any Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered Party; (5) Any amendment to the Agent pursuant Financial Covenants set forth in Section 6.3 hereof or the waiver of any Default arising therefrom; provided that if there is more than two (2) Lenders party to Section 5.01, and this Agreement at any given time then any such amendment or waiver shall only require the Agent agrees to give to each Lender prompt notice approval of each notice given to it by the Borrower pursuant to Required Lenders; and (6) Any amendment of the terms provisions of this AgreementArticle 8.

Authorization and Action. Each Lender hereby appoints TANE as the Administrative Agent, and authorizes the Administrative Agent to execute any Subordination Agreement and to take such action as agent on its behalf and to exercise such powers and discretion perform such duties under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereofhereof or thereof, together with such powers and discretion as are reasonably incidental thereto. The duties and obligations of the Administrative Agent are strictly limited to those expressly provided for herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. As to any matters not expressly provided for by this Agreement the Loan Documents (including, without limitation, including enforcement or collection of the NotesLoan Documents), 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 Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of NotesLenders; provided, however, that except for action expressly required of the Administrative Agent hereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act under any Loan Document unless it shall be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by reason of taking or continuing to take any such action, and that the Administrative Agent shall not in any event be required to take any action that which exposes the Administrative Agent to personal liability or that which is contrary to this Agreement any Loan Document or applicable law. Nothing in any Loan Document shall, or shall be construed to, constitute the Administrative Agent a trustee or fiduciary for any Lender. In performing its functions and duties hereunder, the Administrative Agent shall act solely as the Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Credit Party. Without limiting the generality of the foregoing, (a) the use of the term “agent” in this Agreement and the other Loan Documents with reference to the Administrative Agent shall is not be subject intended to connote any fiduciary or other implied duties(or express) obligations arising under agency doctrine of any applicable law. Instead, regardless such term is used merely as a matter of whether a Default or an Event of Default has occurred market custom, and is continuing, (b) the Agent shall not have any duty intended to take any discretionary action create or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementreflect only an administrative relationship between independent contracting parties.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Facility Agent and each Lender and each Subordinated Noteholder hereby irrevocably authorizes and appoints the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and, to the extent applicable, the other Facility Documents as are delegated to the such Agent by the terms hereofhereof and thereof, together with such powers and discretion as are reasonably incidental thereto, subject to the terms hereof. No Agent shall have any duties or responsibilities, except those expressly set forth herein or in the other Facility Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties or obligations or liabilities on the part of such Agent shall be read into this Agreement or any other Facility Document to which such Agent is a party (if any) as duties on its part to be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement and the transactions contemplated hereby. As to any matters not expressly provided for by this Agreement (includingor the other Facility Documents, without limitation, enforcement or collection of the Notes), the no 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 written instructions of the Required Lenders, and ; provided that such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or that expense or which is contrary to this Agreement or applicable law. Without limiting the generality of the foregoing, (a) the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent other Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Each Lender agrees that in any instance in which the Facility Documents provide that an Agent's consent may not be unreasonably withheld, provide for the exercise of such Agent's reasonable discretion, or provide to a similar effect, it shall not have any duty in its instructions (or, by refusing to disclose, and shall not be liable for the failure provide instruction) to disclose, any information relating to Parent, the Borrower such Agent withhold its consent or any of the Subsidiaries that is communicated to or obtained by it or any of exercise its Affiliates discretion in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreementan unreasonable manner.