Common use of The Administrative Agent Clause in Contracts

The Administrative Agent. The Administrative Agent and the Collateral Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 and all actions required by such Section in connection with such transfer shall have been taken. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Laws.

The Administrative Agent. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and by the other Financing Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Majority Lenders and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Financing Document, (ii) the contents of any certificate, report or other document delivered hereunder, under any other Financing Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Financing Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other 132 Financing Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or in any other Financing Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may deem consult with legal counsel (who may be counsel for the Borrower), independent accountants and treat the payee of other experts selected by it, and shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with Section 10.6 the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all actions required its duties and exercise its rights and powers by such Section in connection with such transfer shall have been takenor 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 Collateral 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. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and in consultation with the Borrower, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be fully justified discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the 133 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 11.3 shall continue in failing effect for its benefit in respect of any actions taken or refusing omitted to take be taken by it while it was acting as Administrative Agent. The Lenders agree to indemnify the Administrative Agent and each Related Party of the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Loans owing to them and Commitments issued by them, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent or such Related Party in any way relating to or arising out of this Agreement or any other Financing Document or any action taken or omitted by the Administrative Agent or such Related Party under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (orFinancing Document, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense PROVIDED that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto no Lender shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect liable to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or such Related Party for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses or disbursements resulting from the Collateral Administrative Agent's or such Related Party's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent is permitted or desires to take or to grant, and each Related Party of the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent or such Related Party in connection with the Collateral Agentpreparation, as applicableexecution, shall be fully justified delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in failing respect of rights or refusing responsibilities under, this Agreement, to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against extent that the Administrative Agent or such Related Party is not reimbursed for such expenses by the Borrower. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Trustee or any other Loan Document in accordance with a request or consent of the Required Lenders (or Lender and based on such greater number of Lenders documents and information as may be expressly required hereby in any instance) it has deemed appropriate, made its own credit analysis and such request decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and any action taken or failure to act pursuant thereto shall be binding without reliance upon all the Lenders; provided that neither the Administrative Agent nor Agent, the Collateral Agent Trustee or any other Lender and based on such documents and information as it shall be required from time to take time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any action that, in its opinion related agreement or in the opinion of its counsel, may expose the Administrative Agent any document furnished hereunder or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Lawsthereunder.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee Administrative Agent by the terms of any Note the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), if so specified by this Agreementand (c) except as expressly set forth in the Loan Documents, all Lenders the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, the Borrower or any other instructing group of Lenders specified by this Agreement) as it deems appropriate the Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall not be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by Holdings, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection 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 confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for the Borrower), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time upon 30 days' notice to the Lenders, the Issuing Banks, Holdings and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor shall be approved by Holdings and the Borrower in writing, such approval not to be unreasonably withheld. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder. The fees payable by the Borrower to take a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any action thatactions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, in its opinion or in the opinion of its counsel, may expose 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement, any other Loan Document or applicable Lawsrelated agreement or any document furnished hereunder or thereunder.

The Administrative Agent. The Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf, including execution of the other Loan Documents, and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to, invest in and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), if so specified by this Agreementand (c) except as expressly set forth herein and in the other Loan Documents, all Lenders the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any other instructing group Subsidiary of Lenders specified by this Agreement) as it deems appropriate any Loan Party that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders bank serving as Administrative Agent or any of its Affiliates in any capacity. Each party hereto agrees that it will not assert any claim against any the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actionthe transactions contemplated hereby. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater 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 not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the adequacy, accuracy or completeness of any information (whether oral or written) set forth herein or therein, or in connection herewith or therewith, (v) the validity, enforceability, adequacy, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, (i) any representation, notice, request, certificate, consent, statement, instrument, document or other writing or communication believed by it to be genuine and to have been authorized, signed or sent by the proper Person, (ii) any statement made to it orally or by telephone and believed by it to be made or authorized by the proper Person or (iii) any statement made by a director, authorized signatory or employee of any Person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in counsel for the Company or any instance) of its Subsidiaries), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders; provided that neither advice of any such counsel, accountants or experts. The Administrative Agent does not warrant the accuracy or completeness of any electronic communications, or the adequacy of any electronic platform and expressly disclaims liability for errors or omissions in any electronic platform and electronic communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent nor in connection with any electronic communications or any electronic platform. In no event shall the Collateral Administrative Agent have any liability to any Loan Party, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Administrative Agent’s transmission of communications through the internet or any electronic platform. 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. The Administrative Agent may resign at any time by notifying the Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint a successor with (unless an Event of Default shall have occurred and be continuing) the prior written consent of the Company (which consent shall not be unreasonably withheld). 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’s resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to take any action thatbe made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in its opinion or in this paragraph. Upon the opinion acceptance of its counselappointment as Administrative Agent hereunder by a successor, may expose such successor shall succeed to and become vested with all the rights, powers, privileges, obligations and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company 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 Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement, any other Loan Document or applicable Lawsany related agreement or any document furnished hereunder or thereunder. Except as otherwise provided in Section 10.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents. Notwithstanding anything herein to the contrary, the Arrangers, Joint Bookrunners, Syndication Agents and Documentation Agents named on the cover page of this Agreement shall not have any duties or liabilities under this Agreement, except in their capacity, if any, as Lenders.

The Administrative Agent. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Collateral Lenders, and the Borrower shall not have rights as a third party beneficiary of any such provisions. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary or believed by the Administrative Agent in good faith to be necessary under the circumstances as provided in Section 9.02) and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) 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 deem consult with legal counsel (who may be counsel for the Borrower), independent accountants and treat the payee of other experts selected by it, and shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with Section 10.6 the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all actions required its duties and exercise its rights and powers by such Section in connection with such transfer shall have been takenor 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 by or through their respective Related Parties. The exculpatory provisions of the Collateral 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. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be fully justified discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in failing effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or refusing omitted to take be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) 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, or any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder. Notwithstanding anything herein to the contrary, none of the Syndication Agent, Joint Bookrunners or Joint Lead Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under any Loan Document, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder. To the extent required by any applicable law, the Administrative Agent shall withhold from any payment to any Lender an amount equal to any applicable withholding Tax. If the IRS or any Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from any amount paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify and hold harmless the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting or expanding the obligation of the Borrower to do so) for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties, additions to Tax or interest thereon, together with all expenses incurred, including legal expenses and any out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Government Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing amount due to take any such actionthe Administrative Agent. The Administrative Agent and agreements in this paragraph shall survive the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result resignation and/or replacement of the Administrative Agent Agent, any assignment of rights by, or the Collateral Agent acting replacement of, a Lender, the termination of the Loans and the repayment, satisfaction or refraining from acting discharge of all obligations under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable LawsAgreement.

The Administrative Agent. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The Person 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 Person and its Affiliates may hold equity in, accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. Each Lender hereby authorizes the Administrative Agent, in its sole discretion, to consent or withhold consent with respect to Sections 8, 9, 13 and 18 of the Security Deeds, Deeds of Trust or Mortgages executed by Guarantors without seeking any direction or input from any Lender. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Person 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 in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may deem consult with legal counsel (who may be counsel for the Borrower), independent accountants and treat the payee of other experts selected by it, and shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with Section 10.6 the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all actions required its duties and exercise its rights and powers by such Section in connection with such transfer shall have been takenor 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 Collateral 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 provided for herein. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agency may, on behalf of the Lenders, appoint a successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be fully justified in failing or refusing discharged from its duties and obligations hereunder. The fees payable by the Borrower to take any action under this Agreement or any other Loan Document unless it a successor Administrative Agent shall first receive such advice or concurrence of be the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) same as it deems appropriate or it shall first be indemnified those payable to its satisfaction by predecessor unless otherwise agreed between the Lenders against Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article shall continue in effect for its benefit in respect of any and all liability and expense that may actions taken or omitted to be incurred taken by it by reason of taking or continuing to take any such actionwhile it was acting as Administrative Agent. The Administrative Agent Each Lender acknowledges that it has, independently and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding without reliance upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take or to grantenter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or the Collateral Agentany other Lender and based on such documents and information as it shall from time to time deem appropriate, as applicable, shall be fully justified continue to make its own decisions in failing taking or refusing to take any not taking action under or based upon this Agreement, any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement related agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, document furnished hereunder or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Lawsthereunder.

The Administrative Agent. The Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. Each bank serving as an Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may deem exercise the same as though it were not an Administrative Agent, and treat the payee of any Note such bank and its Affiliates may accept deposits from, lend money to, act as the owner financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Company or Affiliate thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 as if it were not an Administrative Agent hereunder and all actions required by such Section in connection with such transfer shall have been takenwithout any duty to account therefor to the Lenders. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Credit Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Document unless it shall first receive such advice or concurrence of Credit Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or, if so specified by this Agreement, all Lenders the Lenders) and (c) except as expressly set forth herein and in the other Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Company or any other instructing group of Lenders specified by this Agreement) as it deems appropriate its Affiliates that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and shall not be liable for any action taken or not taken by it with the Collateral Agent shall in all cases be fully protected in acting, consent or in refraining from acting, under this Agreement and at the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders the Lenders, or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto as the Administrative Agent shall believe in good faith shall be binding upon all necessary, under the Lenders circumstances as provided in Article VII and all future holders Section 9.02) or in the absence of the Loansits own gross negligence or willful misconduct. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect shall be deemed not to any actions or approvals which by the terms of this Agreement or have knowledge of any of the Loan Documents Default unless and until written notice thereof is given to the Administrative Agent by CME Guarantor or the Collateral Agent is permitted or desires to take or to granta Lender, and the Administrative Agent shall not be responsible for or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent duty to ascertain or the Collateral Agent as a result of the Administrative Agent inquire into (i) any statement, warranty or the Collateral Agent acting representation made in or refraining from acting under in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered under any Credit Document or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other Loan terms or conditions set forth in the Credit Documents or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Credit Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message) believed by it to be genuine and to have been signed, sent or otherwise authenticated by a proper Person. An initial list of the respective proper Persons with respect to each of the Credit Parties appears on Schedule 8. Schedule 8 shall not be altered except in writing by a Person appearing thereon (or by a successor to such Person occupying the equivalent office). 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 so long as such statement, in the case of a Borrowing Request, complies with the requirements of Section 2.03 in all material respects (it being understood that oral notices of borrowing will be confirmed in writing by Borrower in accordance with Section 2.03). In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for 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 Direction advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Required LendersAdministrative 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 Collateral 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. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, (i) the Administrative Agent may be removed by Time Warner at any time after the Purchase Date and (ii) the Administrative Agent may resign at any time by notifying the Lenders and Borrower. Upon any such resignation or removal pursuant to clause (i) above, the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor which, so long as no Event of Default is continuing, shall be reasonably acceptable to Borrower. 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 or the Administrative Agent is removed pursuant to clause (i) above, then the retiring or removed Administrative Agent, as the case may be, may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the removed or retiring (or retired) Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder or under the other Credit Documents. The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor; provided that the predecessor Administrative Agent shall pay the unearned portion of any fees paid in all cases advance to either the successor Administrative Agent or Borrower. After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.03 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 fully protected taken by it while it was acting as Administrative Agent. The Lenders agree to indemnify the Administrative Agent in actingits capacity as such (to the extent not reimbursed by Borrower and without limiting the obligation of Borrower to do so), or ratably according to their Credit Exposures in refraining from acting, effect on the date on which indemnification is sought under this Agreement or any other Loan Document Article VIII (or, if indemnification is sought after the date upon which the Loans shall have been paid in full, ratably in accordance with a request their Credit Exposures immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or consent disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Required Lenders (Loans) be imposed on, incurred by or such greater number of Lenders as may be expressly required hereby asserted against the Administrative Agent in any instance) and such request and way relating to or arising out of, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or failure to act pursuant thereto shall be binding upon all omitted by the LendersAdministrative Agent under or in connection with any of the foregoing; provided that neither no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent nor Agent’s gross negligence or willful misconduct. The agreements in this paragraph shall survive the Collateral Agent shall be required to take any action thatpayment of the Loans and all other amounts payable hereunder. Each Lender acknowledges that it has, in its opinion or in the opinion of its counsel, may expose 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement, any Loan Document related agreement or applicable Lawsany document furnished hereunder or thereunder.

The Administrative Agent. The Each of the Lenders and the Issuing Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be fully justified deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in failing or refusing to take any action under in connection with this Agreement or any other Loan Document unless it shall first receive such advice Document, (ii) the contents of any certificate, report or concurrence other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the Required Lenders covenants, agreements or other terms or conditions set forth herein or therein, (oriv) the validity, if so specified by enforceability, effectiveness or genuineness of this Agreement, all Lenders any other Loan Document or any other instructing group agreement, instrument or document, or (v) the satisfaction of Lenders specified any condition set forth in Article V or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by this Agreement) as it deems appropriate to be genuine and to have been signed or it shall first be indemnified to its satisfaction sent by the Lenders against 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 an Obligor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all liability its duties and expense that may be incurred exercise its rights and powers by it or through any one or more sub-agents appointed by reason of taking or continuing to take any such actionthe 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 Collateral 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 all cases be fully protected connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in actingthis paragraph, or in refraining from actingthe Administrative Agent may resign at any time by notifying the Lenders, under this Agreement the Issuing Lenders and the other Loan Documents in accordance with a request of Borrower. Upon any such resignation, the Required Lenders (orshall have the right, if so specified by this Agreementin consultation with the Borrower, all Lenders or any other instructing group of Lenders specified by this Agreement)to appoint a successor, and such request and any action taken or failure to act pursuant thereto which shall be binding upon all a commercial bank having an office in New York City and capital and surplus of at least $500,000,000. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent meeting the qualifications described above. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all future holders the rights, powers, privileges and duties of the Loansretiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent or shall be the Collateral Agent may at any time request instructions from same as those payable to its predecessor unless otherwise agreed between the Lenders with 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 its benefit in respect to of any actions taken or approvals which omitted to be taken by the terms of this Agreement or of any of the Loan Documents it while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or the Collateral Agent is permitted or desires any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take or to grantenter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or the Collateral Agentany other Lender and based on such documents and information as it shall from time to time deem appropriate, as applicable, shall be fully justified continue to make its own decisions in failing taking or refusing to take any not taking action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate andbased upon this Agreement, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except as otherwise provided in accordance Section 10.02(b) with a request or respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents, PROVIDED that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Security Documents) release any collateral or otherwise terminate any Lien under any Security Document providing for collateral security, agree to additional obligations being secured by such greater number of Lenders as may be expressly required hereby in any instance) and collateral security (unless the Lien for such request and any action taken or failure to act pursuant thereto additional obligations shall be binding upon all junior to the Lenders; Lien in favor of the other obligations secured by such Security Document, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto) or alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to release any Lien covering Property that is the subject of either a disposition of Property permitted hereunder or a disposition to which the Required Lenders have consented. Without the authorization of the Required Lenders, neither the Administrative Agent nor any Lender shall send to the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent Borrower or the Collateral Agent to liability Trustee under the Senior Subordinated Note Indenture any notice of a Default or that is contrary to any Loan Document or applicable LawsEvent of Default hereunder if such notice would result in a payment block in respect of the Senior Subordinated Notes.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee Administrative Agent by the terms of any Note the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), if so specified by this Agreementand (c) except as expressly set forth in the Loan Documents and except for documents, all notices and other information to be provided to the Lenders through the Administrative Agent, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any other instructing group of Lenders specified by this Agreement) as it deems appropriate the Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall not be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection 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 confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for the Borrower), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time upon 30 days' notice to the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor shall be approved by the Borrower in writing, such approval not to be unreasonably withheld. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder. The fees payable by the Borrower to take a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any action thatactions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, in its opinion or in the opinion of its counsel, may expose 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement, any other Loan Document or applicable Lawsrelated agreement or any document furnished hereunder or thereunder.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee Administrative Agent by the terms of any Note the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), if so specified by this Agreementand (c) except as expressly set forth in the Loan Documents, all Lenders 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 Company or any other instructing group of Lenders specified by this Agreement) as it deems appropriate its Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall not be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection 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 confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for the Company), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto any such sub-agent and to the Related Parties of each Administrative Agent and any such sub-agent, and shall be binding upon all apply to their respective activities in connection with the Lenders; syndication of the credit facilities provided that neither for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor the Administrative Agent nor as provided in this paragraph, the Collateral Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder. The fees payable by the Company to take a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any action thatactions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, in its opinion or in the opinion of its counsel, may expose 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement, any other Loan Document or applicable Lawsrelated agreement or any document furnished hereunder or thereunder. It is expressly understood that none of the Documentation Agent nor any Co-Agent shall have any duties or responsibilities under this Agreement.

The Administrative Agent. The Except as provided below, each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The bank serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth herein. Without limiting the Collateral generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any other Loan Document unless it shall first receive such advice of its Subsidiaries that is communicated to or concurrence of obtained by the Required Lenders (or, if so specified by this Agreement, all Lenders bank serving as Administrative Agent or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against Affiliates in any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actioncapacity. The Administrative Agent and shall not be liable for any action taken or not taken by it with the Collateral Agent shall in all cases be fully protected in acting, consent or in refraining from acting, under this Agreement and at the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion absence of its counsel, may expose the Administrative Agent own gross negligence or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Laws.wilful

The Administrative Agent. In order to expedite the transactions contemplated by this Agreement, The Chase Manhattan Bank is hereby appointed to act as Administrative Agent on behalf of the Lenders. Each of the Lenders and the Collateral Agent may deem and treat the payee each assignee of any Note such Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 Administrative Agent by the terms and all actions required by such Section in connection provisions hereof, together with such transfer shall have been takenactions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Collateral Loans and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them except for its or his own gross negligence or wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions, covenants or agreements contained in this Agreement. The Administrative Agent shall not be fully justified in failing responsible to the Lenders for the due execution, genuineness, validity, enforceability or refusing to take any action under effectiveness of this Agreement or any other Loan Document unless it shall first receive such advice instruments or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actionagreements. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of written instructions signed by the Required Lenders (or, if so specified by this Agreementwhen expressly required hereunder, all Lenders or any other instructing group of Lenders specified by this Agreement)the Lenders) and, and except as otherwise specifically provided herein, such request instructions and any action taken or failure to act inaction pursuant thereto shall be binding upon on all the Lenders and all future holders of the LoansLenders. The Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Collateral Borrower of any of their respective obligations hereunder or in connection herewith. The Administrative Agent may execute any and all duties here under by or through agents or employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time request instructions from by notifying the Lenders 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), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. With respect to any actions or approvals which the Loans made by the terms of this Agreement or of any of the Loan Documents it hereunder, the Administrative Agent or in its individual capacity and not as Administrative Agent shall have the Collateral Agent is permitted or desires to take or to grantsame rights and powers as any other Lender and may exercise the same as though it were not the Administrative Agent, and the Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Collateral Administrative Agent. Each Lender agrees (a) to reimburse the Administrative Agent, as applicableon demand, shall be fully justified in failing or refusing to take the amount of its pro rata share (based on its Commitment hereunder) of any action under any Loan Document unless it shall first receive such advice or concurrence expenses incurred for the benefit of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Administrative Agent, including counsel fees, that shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless the Administrative Agent and any of its directors, 38 officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liability and expense which liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against in its capacity as the Administrative Agent or any of them in any way relating to or arising out of this Agreement or any action taken or omitted by it or any of them under this Agreement, to the Collateral extent the same shall not have been reimbursed by the Borrower, provided that no Lender shall be liable to the Administrative Agent as a result or any such other indemnified person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lendersits directors, officers, employees or agents. The Administrative Agent Each Lender acknowledges that it has, independently and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding without reliance upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder. Each Lender further acknowledges that is contrary to any Loan Document the Syndication Agent and the Documentation Agents have no duties or applicable Lawsobligations as such under this Agreement.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee Administrative Agent by the terms of any Note the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Parent or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), if so specified by this Agreementand (c) except as expressly set forth in the Loan Documents, all Lenders 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 or any other instructing group of Lenders specified by this Agreement) as it deems appropriate the Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Parent, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection 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 confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) 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 expressly required hereby in any instance) counsel for a Loan Party), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor 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. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the 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, the Guarantee Agreement, the Security Documents, any related agreement or any document furnished hereunder or thereunder. The parties hereto acknowledge that the Arrangers (in their capacity as such) do not have any duties or responsibilities under any of the Loan Documents and will not be subject to liability thereunder to any of the Loan Parties for any reason. No Secured Party shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Revolving Loan Document Obligations (as defined in the Collateral Agreement) as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Lenders at such sale or other disposition. The Lenders hereby authorize the Administrative Agent and Collateral Agent to enter into (i) any Second Lien Intercreditor Agreement, (ii) the First Lien Intercreditor Agreement and (iii) an acknowledgement and consent to the GM Access and Security Agreement, and, in each case, acknowledge that they will be bound thereby. 100 The Collateral Agent shall be required entitled to take any action thatthe benefits of this Article on the same basis as if named herein as the Administrative Agent, in its opinion or and also shall be entitled to the exculpatory provisions and rights set forth in the opinion Collateral Agreement and other Security Documents. The rights of its counsel, may expose the Administrative Agent or the Collateral Agent under the Loan Documents may not be amended or modified in a manner adverse to liability or that is contrary to any Loan Document or applicable Lawsthe Collateral Agent without its prior written consent.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee Administrative Agent by the terms of any Note the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Parent or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), if so specified by this Agreementand (c) except as expressly set forth in the Loan Documents, all Lenders 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 or any other instructing group of Lenders specified by this Agreement) as it deems appropriate the Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Parent, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection 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 confirm receipt of items expressly required to be delivered to the Administrative Agent. 109 The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed 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 expressly required hereby in any instance) counsel for a Loan Party), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor 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. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the 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, the Guarantee Agreement, the Security Documents, any related agreement or any document furnished hereunder or thereunder. The parties hereto acknowledge that the Arrangers (in their capacity as such) do not have any duties or responsibilities under any of the Loan Documents and will not be subject to liability thereunder to any of the Loan Parties for any reason. No Secured Party shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Revolving Loan Document Obligations (as defined in the Collateral Agreement) as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Lenders at such sale or other disposition. The Lenders hereby authorize the Administrative Agent and Collateral Agent to enter into (i) any Second Lien Intercreditor Agreement, (ii) the First Lien Intercreditor Agreement and (iii) an acknowledgement and consent to the GM Access and Security Agreement, and, in each case, acknowledge that they will be bound thereby. The Collateral Agent shall be required entitled to take any action thatthe benefits of this Article on the same basis as if named herein as the Administrative Agent, in its opinion or and also shall be entitled to the exculpatory provisions and rights set forth in the opinion Collateral Agreement and other Security Documents. The rights of its counsel, may expose the Administrative Agent or the Collateral Agent under the Loan Documents may not be amended or modified in a manner adverse to liability or that is contrary to any Loan Document or applicable Lawsthe Collateral Agent without its prior written consent.

The Administrative Agent. The Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers 35 Revolving Loan Agreement expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in failing or refusing to take any action under in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative 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 Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise 36 Revolving Loan Agreement agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the 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 first receive such advice from time to time deem appropriate, continue to make its own decisions in taking or concurrence not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. Except as otherwise provided in Section 9.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreementbut not otherwise), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect consent to any actions modification, supplement or approvals which by the terms of this Agreement or of waiver under any of the Loan Documents Documents. Anything herein to the Administrative Agent or the Collateral Agent is permitted or desires to take or to grantcontrary notwithstanding, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence none of the Required Lenders as it deems appropriate andBookrunner, Arranger, or agents (if it so requests, it shall first be indemnified to its satisfaction by any) listed on 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. No Lender cover page hereof shall have any right of action whatsoever against the Administrative Agent powers, duties, or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting responsibilities under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in actingDocuments, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, except in its opinion or in the opinion of its counselcapacity, may expose as applicable, as the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Lawsa Lender hereunder.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee Administrative Agent by the terms of any Note the Loan Documents, together with such actions and powers as the owner thereof for all purposes unless such Note are reasonably incidental thereto. Any bank serving as Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.07), if so specified by this Agreementand (c) except as expressly set forth in the Loan Documents, all Lenders 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 Company or any other instructing group of Lenders specified its Subsidiaries that is communicated to or obtained by this Agreement) any bank serving as it deems appropriate Administrative Agent or it shall first be indemnified to any of its satisfaction by the Lenders against Affiliates in any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.07) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent, by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection 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 confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by them 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 them orally or by telephone and believed by them 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 expressly required hereby in any instance) counsel for the Company), independent accountants and such request other experts selected by them, and shall not be liable for any action taken or failure not taken by them in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Affiliates. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Affiliates of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder. The fees payable by the Company to take the successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any action thatactions taken or omitted to be taken by any of them while it was acting as Administrative Agent or sub-agent, in its opinion or in as the opinion of its counselcase may be. Each Lender acknowledges that it has, may expose 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement, any other Loan Document or applicable Lawsrelated agreement or any document furnished hereunder or thereunder. It is agreed that the Syndication Agents and Documentation Agent shall, in their capacities as such, have no duties or responsibilities under this Agreement or liability in connection with this Agreement. None of the Syndication Agents and Documentation Agent, in their capacities as such, has or is deemed to have any fiduciary relationship with any Lender.

The Administrative Agent. Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Chase shall have the same rights and powers in its capacity as a Lender hereunder as any other Lender and may exercise the same as though Chase were not the Administrative Agent, and Chase and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Credit Party or any Subsidiary or other Affiliate of any thereof as if it were not the Administrative Agent hereunder. Credit Agreement 89 - 84 - The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the Collateral Agent may deem and treat other Loan Documents. Without limiting the payee generality of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 and all actions required by such Section in connection with such transfer shall have been taken. The foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Administrative Agent shall be fully justified in failing or refusing not have any duty to take any discretionary action under this Agreement or exercise any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (ordiscretionary powers, if so specified except discretionary rights and powers expressly contemplated by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents that the Administrative Agent is required to exercise in accordance writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Chase 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 a the consent or at the request of the Required Lenders (or, if so specified by this Agreementprovided herein, all with the consent or at the request of the Required Revolving Credit Lenders, the Required Tranche A Lenders, Required Tranche B Lenders or any other instructing group the Required Incremental Loan Lenders, or in the absence of Lenders specified by this Agreement), and such request and any action taken its own gross negligence or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loanswillful misconduct. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect shall not be deemed to any actions or approvals which by the terms of this Agreement or have knowledge of any of the Loan Documents Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or the Collateral Agent is permitted or desires to take or to granta Lender, and the Administrative Agent shall not be responsible for or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent duty to ascertain or the Collateral Agent as a result of the Administrative Agent inquire into (i) any statement, warranty or the Collateral Agent acting representation made in or refraining from acting under in connection with this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Direction advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all of its duties, and exercise its rights and powers, by or through any one or more sub-agents appointed by the Required LendersAdministrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through its Related Parties. The exculpatory provisions of the Collateral 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 its activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent, as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor Administrative Agent. If no successor shall have been so appointed and shall have accepted such appointment within 30 days after such retiring Administrative Agent gives notice of its resignation, then such retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, 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, by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Administrative Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in all cases effect for its benefit in respect of any actions taken or omitted to be fully protected in actingtaken by it while it was acting as Administrative Agent. Each Lender acknowledges that it has, or in refraining from actingindependently and without reliance upon the Administrative Agent, under this Agreement the Issuing Lender or any other Loan Document in accordance with a request or consent of the Required Lenders (or Lender and based on such greater number of Lenders documents and information as may be expressly required hereby in any instance) it has deemed appropriate, made its own credit analysis and such request decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and any action taken or failure to act pursuant thereto shall be binding without reliance upon all the Lenders; provided that neither the Administrative Agent nor Agent, the Collateral Agent Issuing Lender or any other Lender and based on such documents and information as it shall be required from time to take time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement and the other Loan Documents, any action that, in its opinion related agreement or in the opinion of its counsel, may expose the Administrative Agent any document furnished hereunder or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Lawsthereunder.

The Administrative Agent. Each of the Lenders and the Issuing Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other Credit Documents to which it is a party and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person 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 Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents. Without limiting the generality of Amended and Restated Revolving Credit Agreement the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may deem consult with legal counsel (who may be counsel for an Obligor), independent accountants and treat the payee of other experts selected by it, and shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with Section 10.6 the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all actions required its duties and exercise its rights and powers by such Section in connection with such transfer shall have been takenor through any one or more sub-agents appointed by the Administrative Agent (including, without limitation, under any Security Document). 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 Collateral 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. Each Lender by its execution and delivery of this Agreement agrees, as contemplated by Section 4.04 of the Security Agreement, that, in the event it shall hold any Permitted Investments of any Obligor referred to therein, such Permitted Investments shall be held in the name and under the control of such Lender, and such Lender shall hold such Permitted Investments as a collateral Amended and Restated Revolving Credit Agreement sub-agent for the Administrative Agent thereunder. Each Obligor by its execution and delivery of this Agreement hereby consents to the foregoing. The Administrative Agent may resign at any time by notifying the Lenders, the Issuing 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 Administrative Agent gives notice of its resignation, then the retiring Administrative Agent's resignation shall nonetheless become effective and (i) the retiring Administrative Agent shall be fully justified discharged from its duties and obligations hereunder and (ii) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in failing this paragraph. 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 (or refusing retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to take a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. 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 Credit Document or any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything herein to the contrary, the Sole Lead Arranger and Bookrunner named on the cover page of this Agreement shall not have any duties or liabilities under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable LawsCredit Documents.

The Administrative Agent. The Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any other Loan Document unless it shall first receive such advice of its Subsidiaries that is communicated to or concurrence of obtained by the Required Lenders (or, if so specified by this Agreement, all Lenders bank serving as Administrative Agent or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against Affiliates in any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Laws.the

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in failing or refusing to take any action under in connection with this Agreement or any other Loan Document unless it shall first receive such advice Document, (ii) the contents of any certificate, report or concurrence other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the Required Lenders covenants, agreements or other terms or conditions set forth herein or therein, (oriv) the validity, if so specified by enforceability, effectiveness or genuineness of this Agreement, all Lenders any other Loan Document or any other instructing group agreement, instrument or document, or (v) the satisfaction of Lenders specified any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by this Agreement) as it deems appropriate to be genuine and to have been signed or it shall first be indemnified to its satisfaction sent by the Lenders against proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all liability its duties and expense that may be incurred exercise its rights and powers by it or through any one or more sub-agents appointed by reason of taking or continuing to take any such actionthe 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 Collateral 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 all cases be fully protected in actingconnection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent may resign at any time by notifying the Lenders, or in refraining from acting, under this Agreement the Issuing Banks and the other Loan Documents in accordance with a request of Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld (or, if an Event of Default has occurred and is continuing in consultation with the Borrower), to appoint a successor. If no successor shall have been so specified appointed by this Agreementthe Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, all then the retiring Administrative Agent’s resignation shall nonetheless become effective except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of Issuing Banks under any of the Loan Documents Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. 115 Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or the Collateral Agent is permitted or desires any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take or to grantenter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or the Collateral Agentany other Lender and based on such documents and information as it shall from time to time deem appropriate, as applicable, shall be fully justified continue to make its own decisions in failing taking or refusing to take any not taking action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate andbased upon this Agreement, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except as otherwise provided in accordance Section 9.02(b) with a request or respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents, provided that, without the prior consent of each Lender and each Issuing Bank, the Administrative Agent shall not (except as provided herein or in the Security Documents) release all or substantially all of the Collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or substantially all of such greater number collateral security, alter the relative priorities of Lenders as may be expressly required hereby in any instance) and the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of the Collateral, except that no such request and any action taken or failure to act pursuant thereto consent shall be binding upon all required, and the Administrative Agent is hereby authorized, to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented. The Administrative Agent may treat any Revolving Loans and Revolving Credit Exposure of the Non-Extending Lenders that are outstanding at any time after May 4, 2019 as a distinct Class of Revolving Loans and Revolving Credit Exposure from any outstanding Commitments, Loans and Credit Exposure of the Extending Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion such treatment is solely for administrative purposes and will not affect any Lender’s rights or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Lawsobligations hereunder.

The Administrative Agent. The Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as 364-Day Credit Agreement though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any other Loan Document unless it shall first receive such advice of its Subsidiaries that is communicated to or concurrence of obtained by the Required Lenders (or, if so specified by this Agreement, all Lenders bank serving as Administrative Agent or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against Affiliates in any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actioncapacity. The Administrative Agent and shall not be liable for any action taken or not taken by it (or directed by the Administrative Agent to be taken by the Collateral Agent shall in all cases be fully protected in acting, Agent) with the consent or in refraining from acting, under this Agreement and at the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified to the extent required by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLenders) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect shall be deemed not to any actions or approvals which by the terms of this Agreement or have knowledge of any of the Loan Documents Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or the Collateral Agent is permitted or desires to take or to granta Lender, and the Administrative Agent shall not be responsible for or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent duty to ascertain or the Collateral Agent as a result of the Administrative Agent inquire into (i) any statement, warranty or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents representation made in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for an Obligor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory 364-Day Credit Agreement 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. The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a request 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's resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. 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. Except as otherwise provided in Section 10.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or such greater number waiver under any of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; Loan Documents, provided that neither that, without the prior consent of each Lender, the Administrative Agent nor shall not, and shall not consent to any modification, supplement or waiver of any of the Collateral Agent shall be required to take any action thatSecurity Documents to, in its opinion except as provided herein or in the opinion Security Documents, release all or substantially all of its counselthe collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, may expose except that no such consent shall be required, and the Administrative Agent is hereby authorized, to (or to consent to, as the Collateral Agent to liability or that is contrary to any Loan Document or applicable Laws.case may 364-Day Credit Agreement

The Administrative Agent. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person 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 Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with MCC or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other 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 MCC or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or Credit Agreement therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may deem consult with legal counsel (who may be counsel for the Borrower), independent accountants and treat the payee of other experts selected by it, and shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with Section 10.6 the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all actions required its duties and exercise its rights and powers by such Section in connection with such transfer shall have been takenor 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 Collateral 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. The Administrative 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 Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be fully justified discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in failing this paragraph. 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 (or refusing retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to take a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Credit Agreement 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. Except as otherwise provided in Section 9.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Security Documents) release all or a material portion of the collateral or otherwise terminate all or a material portion of the Liens under any Security Document providing for collateral security, agree to additional obligations (other than Incremental Term Loans hereunder, including any increase therein to which the Required Lenders shall have consented) being secured by all or a material portion of all of such collateral security (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by such Security Document, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or a material portion of such collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, or is owned by a Subsidiary that is designated as an Unrestricted Subsidiary in compliance with the provisions of Section 6.11. In addition, without the prior consent of each Lender, the Administrative Agent shall not release MCC or any Subsidiary Guarantor that is a Newspaper Entity from its Guarantee under the Security and Guarantee Agreement, provided that if all the capital stock of any such Subsidiary Guarantor is sold to any Person that is not an Affiliate of the Borrower or MCC pursuant to a disposition permitted hereunder or to which the Required Lenders have consented, or the respective Subsidiary is designated as an Unrestricted Subsidiary in compliance with the provisions of Section 6.11, the Guarantee of such Subsidiary Guarantor and its Wholly Owned Subsidiaries under the Security and Guarantee Agreement may be terminated (and the Administrative Agent is hereby authorized, in such circumstances, to terminate any such Guarantee). No Syndication Agent or Documentation Agent, in its respective capacity as such, shall have any duties or responsibilities under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Document. Credit Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Laws.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent and in the Collateral Agent may deem and treat the payee heading of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 and all actions required by such Section in connection with such transfer shall have been taken. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and its successors to serve as administrative agent under the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Documents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all authorizes the Lenders and all future holders of the Loans. The Administrative Agent or to take such actions and to exercise such powers as are delegated to the Collateral Administrative Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents Documents, together with such actions and powers as are reasonably incidental thereto. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the Collateral Agent is permitted or desires to take or to grantsame as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent or hereunder and without any duty to account therefor to the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of writing by the Required Lenders (or such greater other number or percentage of the Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither necessary, or as the Administrative Agent nor shall believe in good faith to be necessary, under the Collateral circumstances as provided in the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counselopinion, may could expose the Administrative Agent or the Collateral Agent to liability or that is be contrary to any Loan Document or applicable Lawslaw, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person 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, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or in the absence of its own gross negligence or wilful misconduct, as determined by a court of competent jurisdiction by a final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, 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 confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative Agent shall not have any liability arising from (A) any confirmation of the Revolving Credit Exposure or the component amounts thereof or (B) any determination as to whether a Letter of Credit constitutes a Financial Letter of Credit or a Performance Letter of Credit. The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). The Administrative Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and may act upon any such statement prior to receipt of written confirmation thereof. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any of and all 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 and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the terms of this paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with such resignation, the Administrative Agent shall give notice of its intent to resign to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld), 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 intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent reasonably acceptable to the Borrower, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, the Arrangers or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, 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 and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, 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, by delivering its signature page to the Amendment and Restatement Agreement and funding or continuing its Loans on the Amendment Effective Date, or delivering its signature page to an Assignment and Acceptance or an Additional Credit Assumption Agreement pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Original Effective Date or the Amendment Effective Date, as the case may be. Notwithstanding anything herein to the contrary, neither the Arrangers nor any Person named on the cover page of this Agreement as a Syndication Agent or a Documentation Agent shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable, as a Lender or an Issuing Bank), but all such Persons shall have the benefit of the indemnities provided for hereunder. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders (except as provided herein with respect to consent rights over successor Administrative Agents) and the Issuing Banks, and neither the Borrower nor any other Loan Party shall have any rights as a third party beneficiary of any such provisions.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in failing or refusing to take any action under in connection with this Agreement or any other Loan Document unless it shall first receive such advice Document, (ii) the contents of any certificate, report or concurrence other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the Required Lenders covenants, agreements or other terms or conditions set forth herein or therein, (oriv) the validity, if so specified by enforceability, effectiveness or genuineness of this Agreement, all Lenders any other Loan Document or any other instructing group agreement, instrument or document, or (v) the satisfaction of Lenders specified any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Senior Secured Credit Agreement The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by this Agreement) as it deems appropriate to be genuine and to have been signed or it shall first be indemnified to its satisfaction sent by the Lenders against proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all liability its duties and expense that may be incurred exercise its rights and powers by it or through any one or more sub-agents appointed by reason of taking or continuing to take any such actionthe 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 Collateral 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 all cases be fully protected in actingconnection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent may resign at any time by notifying the Lenders, or in refraining from acting, under this Agreement the Issuing Banks and the other Loan Documents in accordance with a request of Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld (or, if an Event of Default has occurred and is continuing in consultation with the Borrower), to appoint a successor. If no successor shall have been so specified appointed by this Agreementthe Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, all then the retiring Administrative Agent’s resignation shall nonetheless become effective except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of Issuing Banks under any of the Loan Documents Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Senior Secured Credit Agreement Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or the Collateral Agent is permitted or desires any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take or to grantenter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or the Collateral Agentany other Lender and based on such documents and information as it shall from time to time deem appropriate, as applicable, shall be fully justified continue to make its own decisions in failing taking or refusing to take any not taking action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate andbased upon this Agreement, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except as otherwise provided in accordance Section 9.02(b) with a request or respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or such greater number waiver under any of Lenders as may be expressly required hereby in any instance) the Loan Documents, provided that, without the prior consent of each Lender and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither each Issuing Bank, the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion not (except as provided herein or in the opinion Security Documents) release all or substantially all of the Collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or substantially all of such collateral security, alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of the Collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented. Each Lender and Issuing Bank hereby agrees that (x) if the Administrative Agent notifies such Lender or Issuing Bank that the Administrative Agent has determined in its counsel, may expose sole discretion that any funds received by such Lender or Issuing Bank from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Issuing Bank (whether or not known to such Lender or Issuing Bank), and demands the Collateral return of such Payment (or a portion thereof), such Lender or Issuing Bank shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender or Issuing Bank shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to liability any Lender or Issuing Bank pursuant to the foregoing shall be conclusive, absent manifest error. Senior Secured Credit Agreement Each Lender and Issuing Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is contrary in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender and Issuing Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender or Issuing Bank shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. The Borrower hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender or Issuing Bank that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender or Issuing Bank with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower or any other Obligor, except, in each case, to the extent such Payment is, and solely with respect to the amount of such Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Obligor for the purpose of making such Payment. Each party’s obligations pursuant to the foregoing shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, an Issuing Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations under any Loan Document Document. None of the Joint Lead Arrangers or applicable Laws.the Syndication Agents shall have any responsibility under this Agreement. Senior Secured Credit Agreement

The Administrative Agent. The Each of the Lenders and the Issuing Lenders hereby appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and as its trustee in respect of the Foreign Equity Pledge Agreements and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in failing or refusing to take any action under in connection with this Agreement or any other Loan Document unless it shall first receive such advice Document, (ii) the contents of any certificate, report or concurrence other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the Required Lenders covenants, agreements or other terms or conditions set forth herein or therein, (oriv) the validity, if so specified by enforceability, effectiveness or genuineness of this Agreement, all Lenders any other Loan Document or any other instructing group agreement, instrument or document, or (v) the satisfaction of Lenders specified any condition set forth in Article V or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by this Agreement) as it deems appropriate to be genuine and to have been signed or it shall first be indemnified to its satisfaction sent by the Lenders against 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 an Obligor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all liability its duties and expense that may be incurred exercise its rights and powers by it or through any one or more sub-agents appointed by reason of taking or continuing to take any such actionthe 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 Collateral 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 all cases be fully protected connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in actingthis paragraph, or in refraining from acting, under this Agreement the Administrative Agent may resign at any time by notifying the Lenders and the other Loan Documents in accordance with a request of Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower (or, such consent not to be unreasonably withheld and not to be required if so specified by this Agreement, all Lenders or any other instructing group an Event of Lenders specified by this AgreementDefault shall have occurred and be continuing), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such request 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 action actions taken or failure omitted to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which taken by the terms of this Agreement or of any of the Loan Documents them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or the Collateral Agent is permitted or desires any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take or to grantenter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or the Collateral Agentany other Lender and based on such documents and information as it shall from time to time deem appropriate, as applicable, shall be fully justified continue to make its own decisions in failing taking or refusing to take any not taking action under or based upon this Agreement, any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of related agreement or any document furnished hereunder or thereunder. Without the other Loan Documents in accordance with the Direction authorization of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor any Lender shall send to the Collateral Borrower or the Trustee under the Senior Subordinated Note Indentures any notice of a Default or Event of Default hereunder if such notice would result in a payment block in respect of the Senior Subordinated Notes. The Administrative Agent shall be required to take any action that, in its opinion capacity as trustee or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to otherwise under any Loan Document or applicable Laws.Foreign Equity Pledge Agreement:

The Administrative Agent. The Each of the Lenders hereby irrevocably appoints the Administrative Agent its agent and authorizes the Collateral Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 and all actions required by such Section in connection with such transfer shall have been taken. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of actions on its behalf and to exercise such powers as are delegated to the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of the Financing Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Administrative Agent is hereby expressly authorized to execute any and all documents (including releases) as contemplated by and in accordance with the provisions of this Agreement Agreement. The person 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 person and its affiliates may provide debt financing, equity capital or of other services (including financial advisory services) to any of the Loan Documents the Administrative Agent Parties (or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, any person engaged in similar business as applicable, shall be fully justified that engaged in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the Loan Parties) as if such person was not performing the duties specified herein, and may accept fees and other Loan Documents in accordance with the Direction consideration from any of the Required Loan Parties for services in connection with this Agreement and otherwise without having to account for the same to the Lenders. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Financing Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is instructed in all cases writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be fully protected necessary under the circumstances as provided in actingSection 10.08), or and (c) except as expressly set forth in refraining from actingthe Financing Documents, under this Agreement the Administrative Agent shall not have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Borrower or any other Loan Document of the Subsidiaries that is communicated to or obtained by the person serving as Administrative Agent or any of its Affiliates in accordance any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with a the consent or at the request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be deemed 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 Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Financing Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Financing Document, (iv) the validity, enforceability, effectiveness or genuineness of any Financing Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Financing Document, other than to confirm receipt of items expressly required to be delivered to such Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Administrative Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for the Borrower), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral syndication of the Credit Facilities as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder. The fees payable by the Borrower to take a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any action thatactions taken or omitted to be taken by any of them while acting as Administrative Agent. Each Lender acknowledges that it has, in its opinion or in the opinion of its counsel, may expose 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 Collateral Agent Agents or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement or any Loan Document other Financing Document, any related agreement or applicable Lawsany document furnished hereunder or thereunder.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee Administrative Agent by the terms of any Note the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Parent or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), if so specified by this Agreementand (c) except as expressly set forth in the Loan Documents, all Lenders 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 or any other instructing group of Lenders specified by this Agreement) as it deems appropriate the Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Parent, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection 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 confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) 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 expressly required hereby in any instance) counsel for a Loan Party), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor 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. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the 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, the Guarantee Agreement, the Security Documents, any related agreement or any document furnished hereunder or thereunder. The parties hereto acknowledge that the Arrangers (in their capacity as such) do not have any duties or responsibilities under any of the Loan Documents and will not be subject to liability thereunder to any of the Loan Parties for any reason. No Secured Party shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Revolving Loan Document Obligations (as defined in the Collateral Agreement) as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Lenders at such sale or other disposition. The Lenders hereby authorize the Administrative Agent and Collateral Agent to enter into (i) any Intercreditor Agreement and (ii) an acknowledgment and consent to the GM Access Agreement, and, in each case, acknowledge that they will be bound thereby. The Collateral Agent shall be required entitled to take any action thatthe benefits of this Article on the same basis as if named herein as the Administrative Agent, in its opinion or and also shall be entitled to the exculpatory provisions and rights set forth in the opinion Collateral Agreement and other Security Documents. The rights of its counsel, may expose the Administrative Agent or the Collateral Agent under the Loan Documents may not be amended or modified in a manner adverse to liability or that is contrary to any Loan Document or applicable Lawsthe Collateral Agent without its prior written consent.

The Administrative Agent. The Each of the Lenders hereby irrevocably appoints the Administrative Agent and (for purposes of this Article, the Collateral Administrative Agent may deem and treat the payee of any Note is referred to as the owner thereof for all purposes unless “Agent”) its agent and authorizes the Agent to take such Note actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. The Administrative Agent and the Collateral Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other Loan Document unless it shall first receive such advice or concurrence of discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is instructed in writing to exercise by the Required Lenders (or, if so specified by this Agreement, all Lenders or any such other instructing group number or percentage of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may as shall be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and necessary under the Collateral Agent shall circumstances as provided in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementSection 10.08), and such request and (c) except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Borrower or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Agent shall not be liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08) or in the absence of its own gross negligence or willful misconduct. The Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender, and the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection 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 confirm receipt of items expressly required to be delivered to the Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for the Borrower), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The 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 it. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto any such sub-agent and to the Related Parties of the 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 Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the 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 binding upon a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the Lenders; provided that neither rights, powers, privileges and duties of the Administrative Agent nor retiring Agent, and the Collateral retiring Agent shall be required discharged from its duties and obligations hereunder. The fees payable by the Borrower to take a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article 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 acting as Agent. Each Lender acknowledges that it has, independently and without reliance upon the 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 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 thatunder or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Without limiting the foregoing, none of the Lenders or other persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other persons so identified in its opinion deciding to enter into this Agreement or in the opinion of its counsel, may expose the Administrative Agent taking or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Lawsnot taking action hereunder.

The Administrative Agent. The Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in failing or refusing to take any action under in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document unless it shall first receive such advice or concurrence in connection herewith or therewith, (iii) the performance or observance of any of the Required Lenders covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (oriv) the validity, if so specified by enforceability, effectiveness or genuineness of this Agreement, all Lenders any other Loan Document or any other instructing group agreement, instrument or document, or (v) the satisfaction of Lenders specified any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by this Agreement) as it deems appropriate to be genuine and to have been signed or it shall first be indemnified to its satisfaction sent by the Lenders against proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all liability its duties and expense that may be incurred exercise its rights and powers by it or through any one or more sub-agents appointed by reason of taking or continuing to take any such actionthe Administrative Agent. The Administrative Agent and the Collateral Agent shall in any such sub-agent may perform any and all cases be fully protected in acting, or in refraining from acting, under this Agreement its duties and the other Loan Documents in accordance with a request exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the Required Lenders (or, if so specified by this Agreement, all Lenders or preceding paragraphs shall apply to any other instructing group such sub-agent and to the Related Parties of Lenders specified by this Agreement)the Administrative Agent and any such sub-agent, and such request and any action taken or failure shall apply to act pursuant thereto shall be binding upon all their respective activities in connection with the Lenders and all future holders syndication of the Loanscredit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent or the Collateral Agent may resign at any time request instructions from 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 Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect to of any actions taken or approvals which omitted to be taken by the terms of this Agreement or of any of the Loan Documents them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or the Collateral Agent is permitted or desires any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take or to grantenter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or the Collateral Agentany other Lender and based on such documents and information as it shall from time to time deem appropriate, as applicable, shall be fully justified continue to make its own decisions in failing taking or refusing to take any not taking action under or based upon this Agreement, any Loan Document unless it shall first receive such advice related agreement or concurrence of the Required Lenders any document furnished hereunder or thereunder. Except as it deems appropriate andotherwise provided in Section 9.02(b) with respect to this Agreement, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance may, with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or prior consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action thatbut not otherwise), in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary consent to any modification, supplement or waiver under any of the Loan Document or applicable LawsDocuments.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee Administrative Agent by the terms of any Note the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Parent or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), if so specified by this Agreementand (c) except as expressly set forth in the Loan Documents, all Lenders 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 or any other instructing group of Lenders specified by this Agreement) as it deems appropriate the Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Parent, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection 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 confirm receipt of items expressly required to be delivered to the Administrative Agent. 108 The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed 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 expressly required hereby in any instance) counsel for a Loan Party), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor 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. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the 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, the Guarantee Agreement, the Security Documents, any related agreement or any document furnished hereunder or thereunder. The parties hereto acknowledge that the Arrangers (in their capacity as such) do not have any duties or responsibilities under any of the Loan Documents and will not be subject to liability thereunder to any of the Loan Parties for any reason. No Secured Party shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Revolving Loan Document Obligations (as defined in the Collateral Agreement) as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Lenders at such sale or other disposition. The Lenders hereby authorize the Administrative Agent and Collateral Agent to enter into (i) any Second Lien Intercreditor Agreement, (ii) the First Lien Intercreditor Agreement and (iii) an acknowledgement and consent to the GM Access and Security Agreement, and, in each case, acknowledge that they will be bound thereby. The Collateral Agent shall be required entitled to take any action thatthe benefits of this Article on the same basis as if named herein as the Administrative Agent, in its opinion or and also shall be entitled to the exculpatory provisions and rights set forth in the opinion Collateral Agreement and other Security Documents. The rights of its counsel, may expose the Administrative Agent or the Collateral Agent under the Loan Documents may not be amended or modified in a manner adverse to liability or that is contrary to any Loan Document or applicable Lawsthe Collateral Agent without its prior written consent.

The Administrative Agent. ​ Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. ​ The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any of its Subsidiaries or other Affiliate thereof as if it were not the Administrative Agent hereunder. ​ The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Administrative Agent may deem shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and treat powers expressly contemplated by the payee Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), (c) the Administrative Agent does not warrant or accept responsibility for, and shall not have any Note liability with respect to, the administration, submission or any other related matter related to the rates in the definition of “Term SOFR”; provided that the foregoing shall not excuse the Administrative Agent from performing any obligation expressly set forth herein, and (d) except as expressly set forth in the owner thereof Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for all purposes unless such Note shall have been transferred the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in accordance with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenany capacity. The Administrative Agent and the Collateral Agent shall not be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct, BUT REGARDLESS OF THE PRESENCE OF ORDINARY NEGLIGENCE. The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection 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 confirm receipt of items expressly required to be delivered to the Administrative Agent. ​ ​ The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for the Borrower), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take advice of any action that, in its opinion or in the opinion of its such counsel, may expose the Administrative Agent accountants or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Lawsexperts.

The Administrative Agent. The Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Parent Guarantor, the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent Guarantor, the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Parent Guarantor, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in failing or refusing to take any action under in connection with this Agreement or any other Loan Document unless it shall first receive such advice Document, (ii) the contents of any certificate, report or concurrence other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the Required Lenders covenants, agreements or other terms or conditions set forth herein or therein, (oriv) the validity, if so specified by enforceability, effectiveness or genuineness of this Agreement, all Lenders any other Loan Document or any other instructing group agreement, instrument or document, or (v) the satisfaction of Lenders specified any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by this Agreement) as it deems appropriate to be genuine and to have been signed or it shall first be indemnified to its satisfaction sent by the Lenders against 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 Parent Guarantor or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all liability its duties and expense that may be incurred exercise its rights and powers by it or through any one or more sub-agents appointed by reason of taking or continuing to take any such actionthe 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 Collateral 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 all cases be fully protected in acting, or in refraining from acting, under this Agreement connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent may resign at any time by notifying the Lenders and the other Loan Documents in accordance with a request of Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld (or, if so specified by this Agreement, all Lenders or any other instructing group an Event of Lenders specified by this AgreementDefault has occurred and is continuing 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 request and appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective except that in the case of any action taken or failure to act pursuant thereto shall be binding upon all collateral security held by the Administrative Agent on behalf of the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of under any of the Loan Documents Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or the Collateral Agent is permitted or desires any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take or to grantenter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or the Collateral Agentany other Lender and based on such documents and information as it shall from time to time deem appropriate, as applicable, shall be fully justified continue to make its own decisions in failing taking or refusing to take any not taking action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate andbased upon this Agreement, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except as otherwise provided in accordance Section 9.02(b) with a request or respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or such greater number waiver under any of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; Loan Documents, provided that neither that, without the prior consent of each Lender, the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion not (except as provided herein or in the opinion Security Documents) release all or substantially all of its counselthe Collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, may expose agree to additional obligations being secured by all or substantially all of such collateral security, alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of the Collateral, except that no such consent shall be required, and the Administrative Agent or the Collateral Agent is hereby authorized, to liability or (1) release any Lien covering property that is contrary the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented, (2) release from the Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) that is designated as a “Designated Subsidiary” or which is no longer required to be a “Subsidiary Guarantor”, so long as in the case of this clause (2): (A) immediately after giving effect to any Loan Document such release (and any concurrent acquisitions of Portfolio Investments or applicable Lawspayment of outstanding Indebtedness) the Covered Debt Amount does not exceed the Borrowing Base and the Borrower delivers a certificate of a Financial Officer to such effect to the Administrative Agent, (B) either (I) the amount of any excess availability under the Borrowing Base immediately prior to such release is not diminished as a result of such release or (II) the Borrowing Base immediately after giving effect to such release is at least 115% of the Covered Debt Amount and (C) no Default or Event of Default has occurred and is continuing and (3) spreading of Liens to any Designated Indebtedness or Hedging Agreement Obligations (as such terms are defined in the Guarantee and Security Agreement) in accordance with the Guarantee and Security Agreement.

The Administrative Agent. The Each of the Lenders hereby irrevocably appoints Xxxxxxxxx (or any successor appointed pursuant hereto) as Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Any Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the Collateral term “Lender” or “Lenders” shall, unless otherwise expressly indicated, unless the context otherwise requires or unless such Person is in fact not a Lender, include each Person serving as Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may deem accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and treat the payee generally engage in any kind of business with any Loan Party or any subsidiary of any Note Loan Party or other Affiliate thereof as if it were not the owner thereof for all purposes unless Administrative Agent hereunder. The Lenders acknowledge that, pursuant to such Note activities, the Administrative Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall have been transferred in accordance with Section 10.6 and all actions required by not be under any obligation to provide such Section in connection with such transfer shall have been takeninformation to them. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents and its duties hereunder shall be administrative in nature. 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 Event of Default exists, and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence use of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any term “agent” herein and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; it being understood that such term is used merely as a request matter of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)market custom, and such request and any action taken is intended to create or failure to act pursuant thereto shall be binding upon all reflect only an administrative relationship between independent contracting parties, (b) the Lenders and all future holders of the Loans. The Administrative Agent shall not have any duty to take any discretionary action or the Collateral Agent may at exercise any time request instructions from the Lenders with respect to any actions or approvals which discretionary power, except discretionary rights and powers that are expressly contemplated by the terms of this Agreement or of any of the Loan Documents and which the Administrative Agent or the Collateral Agent is permitted or desires required to take or to grant, and the Administrative Agent or the Collateral Agent, exercise in writing as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction directed 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all necessary under the Lendersrelevant circumstances as provided in Section 9.02); provided that neither the Administrative Agent nor the Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Laws.laws, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Restricted Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable to the Lenders or any other Secured Party 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, or as the Administrative Agent shall believe in good faith shall be necessary, under the relevant circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct, as determined by the final and non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Administrative Agent shall not be deemed to have knowledge of the existence of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or any Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any covenant, agreement or other term or condition set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of any Lien on the Collateral or the existence, value or sufficiency of the Collateral, (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vii) any property, book or record of any Loan Party or any Affiliate thereof. If any Lender acquires knowledge of the existence of a Default or Event of Default, it shall promptly notify the Administrative Agent and the other Lenders thereof in writing. Each Lender agrees that, except with the written consent of the Administrative Agent, it will not take any enforcement action hereunder or under any other Loan Document, accelerate the Obligations under any Loan Document, or exercise any right that it might otherwise have under applicable law or otherwise to credit bid at any foreclosure sale, UCC sale, any sale under Section 363 of the Bankruptcy Code or other similar Dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against a Loan Party where a deadline or limitation period is applicable that would, absent such action, bar enforcement of the Obligations held by such Xxxxxx, including the filing of a proof of claim in a case under the Bankruptcy Code. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, Holdings, the Borrower, the Administrative Agent and each Secured Party agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Loan Documents; it being understood and agreed that all powers, rights and remedies hereunder shall be exercised solely and exclusively by, the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the other Loan Documents shall be exercised solely and exclusively by, the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or in the event of any other Disposition (including pursuant to Section 363 of the Bankruptcy Code), (A) the Administrative Agent, as agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such Disposition and (B) the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such Disposition. No holder of any Secured Hedging Obligation or Banking Services Obligation in its respective capacity as such shall have any rights in connection with (i) the management or release of any Collateral or of the obligations of any Loan Party under this Agreement or (ii) any waiver, consent, modification or any amendment with respect to this Agreement or any other Loan Document. Each of the Lenders hereby irrevocably authorizes (and by entering into a Hedge Agreement with respect to any Secured Hedging Obligation and/or by entering into documentation in connection with any Banking Services Obligation, each of the other Secured Parties hereby authorizes and shall be deemed to authorize) the Administrative Agent, on behalf of all Secured Parties to take any of the following actions upon the instruction of the Required Lenders:

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent hereunder and the Collateral Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 and all actions required by such Section in connection with such transfer shall have been taken. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with a request such actions and powers as are reasonably incidental thereto. Each of the Required Lenders and the Issuing Banks hereby irrevocably appoints the Collateral Agent as the collateral agent hereunder and under the other Loan Documents and authorizes the Collateral Agent to have all the rights and benefits hereunder and thereunder (or, if so specified by this Agreement, all Lenders or any other instructing group including Section 9 of Lenders specified by this the Guarantee and Security Agreement), and to take such request actions on its behalf and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or exercise such powers as are delegated to the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person 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 the term “Lender” or “Lenders” shall, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. Such Person and its Affiliates may (without having to account therefor to any other Lender) accept deposits from, lend money to and generally engage in any kind of banking, trust or other business with any of the Obligors (or any Subsidiary or other Affiliate thereof) as if it were not the Administrative Agent hereunder, and such Person and its Affiliates may accept fees and other consideration from any of the Obligors or other Affiliate thereof for services in connection with this Agreement or of any of otherwise without having to account for the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires same to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Sustainability Agents shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) each of the Administrative Agent and each Sustainability Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) each of the Administrative Agent and each Sustainability Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except, in all cases the case of the Administrative Agent, discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be fully protected in actingliable for the failure to disclose, or in refraining from acting, under this Agreement any information relating to the Borrower or any other Loan Document of its Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in accordance any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with a the consent or at the request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) or in the absence of its own gross negligence or willful misconduct. Each of the Administrative Agent and each Sustainability Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such agent by the Borrower or a Lender, and each of the Administrative Agent and each Sustainability Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or a Sustainability Agent, as applicable. Each of the Administrative Agent and each Sustainability Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agent and each Sustainability 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 of the Administrative Agent and each Sustainability Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for the Borrower), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one (1) 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 act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Administrative Agent. 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 not to be unreasonably withheld (or, if an Event of Default has occurred and is continuing in consultation with the Borrower), to appoint a successor, which is not a natural person, a Defaulting Lender or a Disqualified Lender. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (1) the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to take any action thatbe made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in its opinion or in this paragraph. Upon the opinion acceptance of its counselappointment as Administrative Agent hereunder by a successor, may expose such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Each Lender agrees that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and that it will, independently and without reliance upon the Administrative Agent, the Sustainability Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own analysis and decisions in taking or not taking action under or based upon this Agreement and other Loan Documents to which it is a party. Except as otherwise provided in Section 9.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents, provided that, without the prior consent of each Lender and each Issuing Bank, the Administrative Agent shall not (except as provided herein or in the Security Documents) release all or substantially all of the Collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or substantially all of such collateral security, or alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of the Collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to liability or (1) release (which such release shall be automatic and require no further action from any party) any Lien covering property that is contrary the subject of either a disposition of property not prohibited hereunder (including, without limitation, any property subject to a participation or repurchase transactions) or a disposition to which the Required Lenders have consented, (2) release from any Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) in accordance with Section 9.02(c) and (3) spread Liens to any Loan Document Designated Indebtedness or applicable LawsHedging Agreement Obligations (as such terms are defined in the Guarantee and Security Agreement) in accordance with the Guarantee and Security Agreement.

The Administrative Agent. The Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Credit Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenAXIS Capital or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Credit Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Credit 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 AXIS Capital or any other Loan Document unless it shall first receive such advice of its Subsidiaries that is communicated to or concurrence of obtained by the Required Lenders (or, if so specified by this Agreement, all Lenders bank serving as Administrative Agent or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against Affiliates in any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actioncapacity. The Administrative Agent and shall not be liable for any action taken or not taken by it with the Collateral Agent shall in all cases be fully protected in acting, consent or in refraining from acting, under this Agreement and at the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified to the extent required by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLenders) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect shall be deemed not to any actions or approvals which by the terms of this Agreement or have knowledge of any of the Loan Documents Default unless and until written notice thereof is given to the Administrative Agent by AXIS Capital or the Collateral Agent is permitted or desires to take or to granta Lender, and the Administrative Agent shall not be responsible for or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent duty to ascertain or the Collateral Agent as a result of the Administrative Agent inquire into (i) any statement, warranty or the Collateral Agent acting representation made in or refraining from acting under in connection with this Agreement or any other Credit 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 Loan Documents terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for AXIS Capital), 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 Direction advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Required LendersAdministrative 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 Collateral 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. The Administrative Agent may resign at any time by notifying the Lenders and AXIS Capital. Upon any such resignation, the Required Lenders shall have the right, with the consent of AXIS Capital (which consent shall not be unreasonably withheld), 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’s resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders, with the consent of AXIS Capital (which consent shall not be unreasonably withheld), appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all cases the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be fully protected discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in actingthis paragraph). The fees payable by AXIS Capital to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between AXIS Capital and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for its benefit in respect of any actions taken or in refraining from actingomitted to be taken by it while it was acting as Administrative Agent. Each Lender acknowledges that it has, under this Agreement independently and without reliance upon the Administrative Agent or any other Loan 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 Credit Document or any related agreement or any document furnished hereunder or thereunder. Except as otherwise provided in accordance Section 10.02(b) with a request or respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action thatbut not otherwise), in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary consent to any Loan Document modification, supplement or applicable Lawswaiver under any of the Credit Documents. Notwithstanding anything herein to the contrary, the Joint Lead Arrangers and Joint Bookrunners, Syndication Agent and Co-Documentation Agents named on the cover page of this Agreement shall not have any duties or liabilities under this Agreement, except in their capacity, if any, as Lenders.

The Administrative Agent. The Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the Collateral Agent other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Chase shall have the same rights and powers in its capacity as a Lender hereunder as any other Lender and may deem exercise the same as though Chase were not the Administrative Agent, and treat the payee Chase and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Credit Party or any Subsidiary or other Affiliate of any Note thereof as if it were not the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenAdministrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (ordiscretionary powers, if so specified except discretionary rights and powers expressly contemplated by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents that the Administrative Agent is required to exercise in accordance writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Chase 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 a the consent or at the request of the Required Lenders (or, if so specified by this Agreementprovided herein, all Lenders with the consent or any other instructing group of Lenders specified by this Agreement), and such at the request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansRequired Revolving Credit or the Required Term Loan Lenders, or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect shall not be deemed to any actions or approvals which by the terms of this Agreement or have knowledge of any of the Loan Documents Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or the Collateral Agent is permitted or desires to take or to granta Lender, and the Administrative Agent shall not be responsible for or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent duty to ascertain or the Collateral Agent as a result of the Administrative Agent inquire into (i) any statement, warranty or the Collateral Agent acting representation made in or refraining from acting under in connection with this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to Credit Agreement 98 - 93 - confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Direction advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all of its duties, and exercise its rights and powers, by or through any one or more sub-agents appointed by the Required LendersAdministrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through its Related Parties. The exculpatory provisions of the Collateral 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 its activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent, as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor Administrative Agent. If no successor shall have been so appointed and shall have accepted such appointment within 30 days after such retiring Administrative Agent gives notice of its resignation, then such retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, 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, by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Administrative Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in all cases effect for its benefit in respect of any actions taken or omitted to be fully protected in actingtaken by it while it was acting as Administrative Agent. Each Lender acknowledges that it has, or in refraining from actingindependently and without reliance upon the Administrative Agent, under this Agreement the Issuing Lender or any other Loan Document in accordance with a request or consent of the Required Lenders (or Lender and based on such greater number of Lenders documents and information as may be expressly required hereby in any instance) it has deemed appropriate, made its own credit analysis and such request decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and any action taken or failure to act pursuant thereto shall be binding without reliance upon all the Lenders; provided that neither the Administrative Agent nor Agent, the Collateral Agent Issuing Lender or any other Lender and based on such documents and information as it shall be required from time to take time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement and the other Loan Documents, any action that, in its opinion related agreement or in the opinion of its counsel, may expose the Administrative Agent any document furnished hereunder or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Lawsthereunder.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Required Lenders or the Borrower may deem at any time, with the consent of the Borrower (provided that such consent shall not be required if an Event of Default under clause (a), (b), (h), (i) or (j) of Article VII shall have occurred and treat be continuing) or the payee of any Note Required Lenders, as the owner thereof case may be, replace the Administrative Agent (it being understood that any such replacement Administrative Agent shall be a Person that serves as administrative agent for all purposes unless other credit facilities of a comparable size), provided that the Required Lenders or the Borrower may not replace the Administrative Agent unless, after giving effect to such Note replacement and each contemporaneous assignment the Required Lenders or the Borrower shall have been transferred in accordance with Section 10.6 and all actions required by such Section arranged in connection with such transfer replacement, (i) neither the Administrative Agent nor any of its Affiliates shall have been taken. The Administrative Agent and the Collateral Agent shall be fully justified in failing outstanding any Letter of Credit, Loan, LC Disbursement, Commitment or refusing to take other obligation of any action kind under this Agreement or any other Loan Document unless and (ii) each of the Administrative Agent and its Affiliates shall have received payment in full of all amounts owing to it under or in respect of this Agreement and each other Loan Document. The bank serving as the Administrative Agent hereunder shall first receive 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 advice bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or concurrence any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), if so specified by this Agreementand (c) except as expressly set forth in the Loan Documents, all Lenders the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any other instructing group of Lenders specified by this Agreement) as it deems appropriate the Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Notwithstanding anything herein to the contrary, no Arranger and no Lender identified as a Co-Syndication Agent or a Co-Documentation Agent shall have any separate rights, duties, responsibilities, obligations or authority as Arranger, Co-Syndication Agent or Co-Documentation Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for the Borrower), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be any commercial bank organized under the laws of the United States of America or any State thereof having a combined capital and surplus and undivided profits of not less than $500,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder. The fees payable by the Borrower to take a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any action thatactions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, in its opinion or in the opinion of its counsel, may expose 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement, any other Loan Document or applicable Lawsany related agreement or any document furnished hereunder or thereunder.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee Administrative Agent by the terms of any Note the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Parent or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), if so specified by this Agreementand (c) except as expressly set forth in the Loan Documents, all Lenders 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 or any other instructing group of Lenders specified by this Agreement) as it deems appropriate the Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Parent, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection 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 confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) 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 expressly required hereby in any instance) counsel for a Loan Party), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor 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. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the 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, the Guarantee Agreement, the Security Documents, any related agreement or any document furnished hereunder or thereunder. The parties hereto acknowledge that the Arrangers (in their capacity as such) do not have any duties or responsibilities under any of the Loan Documents and will not be subject to liability thereunder to any of the Loan Parties for any reason. No Secured Party shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Loan Document Obligations (as defined in the Collateral Agreement) as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Lenders at such sale or other disposition. The Lenders hereby authorize the Administrative Agent and Collateral Agent to enter into (i) any Second Lien Intercreditor Agreement and (ii) the First Lien Intercreditor Agreement, and, in each case, acknowledge that they will be bound thereby. The Collateral Agent shall be required entitled to take any action thatthe benefits of this Article on the same basis as if named herein as the Administrative Agent, in its opinion or and also shall be entitled to the exculpatory provisions and rights set forth in the opinion Collateral Agreement and other Security Documents. The rights of its counsel, may expose the Administrative Agent or the Collateral Agent under the Loan Documents may not be amended or modified in a manner adverse to liability or that is contrary to any Loan Document or applicable Lawsthe Collateral Agent without its prior written consent.

The Administrative Agent. The Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement and the Collateral Agent other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Chase shall have the same rights and powers in its capacity as a Lender hereunder as any other Lender and may deem exercise the same as though Chase were not the Administrative Agent, and treat the payee Chase and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Credit Party or any Subsidiary or other Affiliate of any Note thereof as if it were not the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenAdministrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (ordiscretionary powers, if so specified except discretionary rights and powers expressly contemplated by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents that the Administrative Agent is required to exercise in accordance writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Chase 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 a the consent or at the request of the Required Lenders (or, if so specified by this Agreementprovided herein, all with the consent or at the request of the Required Revolving Credit Lenders, the Required Term Loan Lenders or any other instructing group the Required Incremental Loan Lenders, or in the absence of Lenders specified by this Agreement), and such request and any action taken its own gross negligence or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loanswillful misconduct. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect shall not be deemed to any actions or approvals which by the terms of this Agreement or have knowledge of any of the Loan Documents Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or the Collateral Agent is permitted or desires to take or to granta Lender, and the Administrative Agent shall not be responsible for or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent duty to ascertain or the Collateral Agent as a result of the Administrative Agent inquire into (i) any statement, warranty or the Collateral Agent acting representation made in or refraining from acting under in connection with this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent expressly instructed by the Required Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Direction advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all of its duties, and exercise its rights and powers, by or through any one or more sub-agents appointed by the Required LendersAdministrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through its Related Parties. The exculpatory provisions of the Collateral 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 its activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent, as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor Administrative Agent. If no successor shall have been so appointed and shall have accepted such appointment within 30 days after such retiring Administrative Agent gives notice of its resignation, then such retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lender, 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, by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Administrative Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in all cases effect for its benefit in respect of any actions taken or omitted to be fully protected in actingtaken by it while it was acting as Administrative Agent. Each Lender acknowledges that it has, or in refraining from actingindependently and without reliance upon the Administrative Agent, under this Agreement the Issuing Lender or any other Loan Document in accordance with a request or consent of the Required Lenders (or Lender and based on such greater number of Lenders documents and information as may be expressly required hereby in any instance) it has deemed appropriate, made its own credit analysis and such request decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and any action taken or failure to act pursuant thereto shall be binding without reliance upon all the Lenders; provided that neither the Administrative Agent nor Agent, the Collateral Agent Issuing Lender or any other Lender and based on such documents and information as it shall be required from time to take time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement and the other Loan Documents, any action that, in its opinion related agreement or in the opinion of its counsel, may expose the Administrative Agent any document furnished hereunder or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Lawsthereunder.

The Administrative Agent. The SECTION 8.01. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The bank serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth herein. Without limiting the Collateral generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other Loan Document unless it shall first receive such advice or concurrence of discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), if so specified by this Agreementand (c) except as expressly set forth herein, all Lenders 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 Company or any other instructing group of Lenders specified by this Agreement) as it deems appropriate its Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere 69 63 herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for the Company), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing 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 shall be required discharged from its duties and obligations hereunder. The fees payable by the Company to take any action that, in a successor Administrative Agent shall be the same as those payable to its opinion or in predecessor unless otherwise agreed between the opinion of its counsel, may expose Company and such successor. After the Administrative Agent Agent's resignation hereunder, the provisions of this Article and Section 9.03 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 the Collateral Agent omitted to liability or that is contrary to be taken by any Loan Document or applicable Lawsof them while it was acting as Administrative Agent.

The Administrative Agent. The Each of the Lenders hereby irrevocably appoints the Administrative Agent its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Transaction Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, the Administrative Agent is hereby expressly authorized to instruct the Security Trustee with respect to any and all documents (including releases) and actions that it may take with respect to the Securities and the Collateral Agent may deem rights of the parties secured thereunder with respect thereto, as contemplated by and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 the provisions of this Agreement and all actions required by such Section in connection with such transfer the Transaction Documents. The bank serving as the Administrative Agent hereunder shall have been takenthe same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Parent, the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Transaction Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other Loan Document unless it shall first receive such advice or concurrence of discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08), if so specified by this Agreementand (c) except as expressly set forth in the Transaction Documents, all Lenders 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 other instructing group of Lenders specified by this Agreement) as it deems appropriate the Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by Parent, the Borrower or a Lender, and the Administrative Agent (acting in its capacity as such) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Transaction Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Transaction Document by any party other than itself, (iv) the validity, enforceability, effectiveness or genuineness of any Transaction Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Transaction Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Administrative Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for the Borrower), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral syndication of the Commitments as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), to appoint a successor; provided, however, that the consent of the Borrower shall not be required to any such appointment during the continuance of any Event of Default. 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, with the consent of Parent (which consent shall not be unreasonably withheld or delayed), on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank; provided, however, that the consent of Parent shall not be required to any such appointment during the continuance of any Event of Default. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder. The fees payable by the Borrower to take a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any action thatactions taken or omitted to be taken by any of them while acting as Administrative Agent. Each Lender agrees for the benefit of the Security Trustee that any instruction that the Administrative Agent gives the Security Trustee in relation to the Security Trust Deed, the Deed of Debenture Trust or any other Security Document will be taken, to the extent necessary, to have been given by the Required Lenders, and that the Security Trustee may assume this to be the case without enquiry. Each Lender acknowledges that the Administrative Agent will hold the benefit of the promise in this paragraph on trust for the Security Trustee. The Administrative Agent will direct the Security Trustee in accordance with clause 3.3 of the Security Trust Deed to waive the requirement that Parent comply with its obligations under the last sentence of clause 3.22 of the Security Trust Deed during the term of this Agreement. The Administrative Agent may however require Parent to produce an opinion or of counsel of the type referred to in the opinion last sentence of its counselclause 3.22 of the Security Trust Deed in relation to a particular jurisdiction at any time if it reasonably considers it necessary to do so. Each Lender acknowledges that it has, may expose 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement or any Loan Document other Transaction Document, any related agreement or applicable Lawsany document furnished hereunder or thereunder.

The Administrative Agent. Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person 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 Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may deem consult with legal counsel (who may be counsel for the Borrower), independent accountants and treat the payee of other experts selected by it, and shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with Section 10.6 the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all actions required its duties and exercise its rights and powers by such Section in connection with such transfer shall have been takenor 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 Collateral 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. 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 Lender and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor subject to the consent of the Borrower (such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing. 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 Lender, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be fully justified discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor (and, as provided in failing Section 2.12(c), the retiring Administrative Agent shall make available to the Borrower a ratable portion of any fees theretofore paid to the Administrative Agent for the period during which the resignation or refusing removal of such retiring Administrative Agent shall occur to take the extent the Borrower is required to pay fees for the balance of such period to the successor Administrative Agent). After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. 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. Except as otherwise provided in Section 9.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents. It is agreed that the Co-Syndication Agents and Co-Documentation Agents shall, in their capacities as such, have no duties or responsibilities under this Agreement or any other Loan Document unless Document. Neither the Co-Syndication nor the Co-Documentation Agents, in their capacities as such, have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)has not relied, and such request and any action taken or failure to act pursuant thereto shall be binding upon all will not rely, on the Lenders and all future holders of the Loans. The Administrative Agent Co-Syndication Agents or the Collateral Agent may at any time request instructions from the Lenders with respect Co-Documentation Agents in deciding to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under enter into this Agreement or any other Loan Document or in accordance with a request taking or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and not taking any action taken hereunder or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Lawsthereunder.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent hereunder and the Collateral Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 and all actions required by such Section in connection with such transfer shall have been taken. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with a request such actions and powers as are reasonably incidental thereto. Each of the Required Lenders and the Issuing Banks hereby irrevocably appoints the Collateral Agent as the collateral agent hereunder and under the other Loan Documents and authorizes the Collateral Agent to have all the rights and benefits hereunder and thereunder (or, if so specified by this Agreement, all Lenders or any other instructing group including Section 9 of Lenders specified by this the Guarantee and Security Agreement), and to take such request actions on its behalf and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or exercise such powers as are delegated to the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person 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 the term “Lender” or “Lenders” shall, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. Such Person and its Affiliates may (without having to account therefor to any other Lender) accept deposits from, lend money to and generally engage in any kind of banking, trust or other business with any of the Obligors (or any Subsidiary or other Affiliate thereof) as if it were not the Administrative Agent hereunder, and such Person and its Affiliates may accept fees and other consideration from any of the Obligors or other Affiliate thereof for services in connection with this Agreement or of any of otherwise without having to account for the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires same to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Sustainability Agents shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) each of the Administrative Agent and each Sustainability Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) each of the Administrative Agent and each Sustainability Agent shall not have any duty to take any discretionary action or exercise any [[60731336359722]] discretionary powers, except, in all cases the case of the Administrative Agent, discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be fully protected in actingliable for the failure to disclose, or in refraining from acting, under this Agreement any information relating to the Borrower or any other Loan Document of its Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in accordance any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with a the consent or at the request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) or in the absence of its own gross negligence or willful misconduct. Each of the Administrative Agent and each Sustainability Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such agent by the Borrower or a Lender, and each of the Administrative Agent and each Sustainability Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or a Sustainability Agent, as applicable. Each of the Administrative Agent and each Sustainability Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agent and each Sustainability 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 of the Administrative Agent and each Sustainability Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for the Borrower), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one (1) 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 act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral Agent shall be required to take any action that, in its opinion or in syndication of the opinion of its counsel, may expose the credit facilities provided for herein as well as activities as Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable LawsAgent.

The Administrative Agent. The In order to expedite the transactions contemplated by this Agreement, JPMorgan is hereby appointed to act as the Administrative Agent on behalf of the Lenders and the Collateral Issuing Lenders. Each of the Lenders and the Issuing Lenders hereby irrevocably authorizes the Administrative Agent may deem to take such actions on behalf of such Lender or Issuing Lender and treat to exercise such powers as are specifically delegated to the payee of any Note as Administrative Agent by the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 terms and all actions required by such Section in connection provisions hereof and the other Loan Documents, together with such transfer shall have been takenactions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the other parties hereto, without hereby limiting any implied authority: (a) to receive on behalf of the Lenders and, except with respect to amounts expressly payable hereunder to an Issuing Lender, the Issuing Lenders all payments of principal of and interest on the Collateral Loans, payments in respect of the Letters of Credit and all other amounts due to the Lenders or the Issuing Lenders hereunder, and promptly distribute to each Lender or Issuing Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders or the Issuing Lenders to the Borrower of any Event of Default of which the Administrative Agent shall be fully justified has actual knowledge acquired in failing or refusing connection with its agency hereunder; and (c) to take any action under distribute to each Lender and Issuing Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement or any other Loan Document unless as received by the Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, 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), (b) the Administrative Agent shall first receive not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such advice other number or concurrence 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 in the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any Subsidiary or Affiliate thereof that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates or Related Parties 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 (oror such other number or percentage of the Lenders as shall be necessary, if so specified or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents). Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or omitted by any of them except for its or his or her own gross negligence or willful misconduct, as determined by a court of competent jurisdiction by a final and non-appealable judgment, or be responsible for any statement, warranty or representation made in or in connection with any Loan Document or the contents of any document delivered in connection herewith or therewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions, covenants or agreements contained in this Agreement, all Lenders Agreement or any other instructing group Loan Document (including concerning the satisfaction of Lenders specified by this Agreementany condition set forth in Article VII or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) as it deems appropriate expressly required to be delivered to the Administrative Agent or it shall first be indemnified satisfaction of any condition that expressly refers to its satisfaction by the Lenders against matters described therein being acceptable or satisfactory to the Administrative Agent) or the occurrence of any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actionDefault. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a “notice of default”) is given to the Collateral Administrative Agent by the Borrower, any Lender or any Issuing Lender. The Administrative Agent shall not be responsible to the Lenders or the Issuing Lenders for the due execution, genuineness, sufficiency, validity, enforceability or effectiveness of this Agreement, any other Loan Document or any other instruments or agreements. The Administrative Agent may deem and treat the Lender or Issuing Lender that makes any Loan or issues or participates in any Letter of Credit as the holder of the obligations resulting therefrom for all purposes hereof until the Administrative Agent shall have received notice from such Lender or Issuing Lender, given as provided herein, of the transfer thereof. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of written instructions signed by the Required Lenders (orand, if so specified by this Agreementexcept as otherwise specifically provided herein, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request instructions and any action taken or failure to act inaction pursuant thereto shall be binding upon on all the Lenders and all future holders Lenders. Neither the Administrative Agent nor any of its Related Parties shall have any responsibility to the Borrower on account of the Loansfailure of or delay in performance or breach by any Lender or Issuing Lender of any of its obligations hereunder or to any Lender or Issuing Lender on account of the failure of or delay in performance or breach by any other Lender or Issuing Lender or the Borrower of any of their respective obligations hereunder or in connection herewith. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect shall be deemed to any actions or approvals which by the terms of this Agreement or have no knowledge of any of the Loan Documents Lender being a Restricted Lender unless and until the Administrative Agent or shall have received the Collateral Agent is permitted or desires written notice from such Lender referred to take or to grantin Section 1.06, and then only as and to the Administrative Agent or the Collateral Agentextent specified in such notice, as applicable, shall be fully justified in failing or refusing to take and any action under any Loan Document unless it shall first receive such advice or concurrence determination of whether the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the or any other requisite 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. No Lender shall have any right of action whatsoever against the Administrative Agent provided a consent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents direction in accordance connection with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request shall not be affected by any delivery to the Administrative Agent of any such written notice subsequent to such consent or consent of direction being provided by the Required Lenders or other requisite Lenders. The Administrative Agent may execute any and all duties hereunder by or through its branches, Affiliates, agents or employees. Without limiting the foregoing, the Administrative Agent may, by notice to the Borrower, designate any of its branches or Affiliates as the Person to receive any or all notices (including Borrowing Requests and Interest Election Requests) to be delivered to the Administrative Agent pursuant to this Agreement. The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such greater number Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). The Administrative Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and reasonably believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being maker thereof), and may act upon any such statement prior to receipt of Lenders as written confirmation thereof. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender sufficiently in advance to the making of such Loan or the issuance, extension or amendment of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for the Borrower), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. Subject to act pursuant thereto the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation of the Administrative Agent, the Required Lenders shall be binding upon all have the Lendersright to appoint a successor Administrative Agent acceptable to the Borrower; provided that neither in no event shall any successor Administrative Agent be a Defaulting Lender. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank having a combined capital and surplus of at least $500,000,000 (or any Affiliate of such bank) with an office in New York, New York. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article XI and Sections 5.10, 5.12 and 12.05, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent and its Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. With respect to the Loans made or Letters of Credit issued or participated in by it hereunder, the Administrative Agent nor the Collateral in its individual capacity and not as Administrative Agent shall be required to take have the same rights and powers as any action thatother Lender or Issuing Lender and may exercise the same as though it were not the Administrative Agent, in its opinion or in the opinion of its counsel, may expose and the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or the Collateral Issuing Lenders. In case of the pendency of any proceeding with respect to the Borrower under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent to liability or that is contrary to (irrespective of whether the principal of any Loan Document or applicable Laws.any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether any 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:

The Administrative Agent. The Each of the Lenders and the Issuing Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf, including execution of the other Loan Documents, and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to, invest in and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), if so specified by this Agreementand (c) except as expressly set forth herein and in the other Loan Documents, all Lenders the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any other instructing group Subsidiary of Lenders specified by this Agreement) as it deems appropriate any Loan Party that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater 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 not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the adequacy, accuracy or completeness of any information (whether oral or written) set forth herein or therein, or in connection herewith or therewith, (v) the validity, enforceability, adequacy, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (vi) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vii) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, (i) any representation, notice, request, certificate, consent, statement, instrument, document or other writing or communication believed by it to be genuine and to have been authorized, signed or sent by the proper Person, (ii) any statement made to it orally or by telephone and believed by it to be made or authorized by the proper Person or (iii) any statement made by a director, authorized signatory or employee of any Person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in counsel for the Company or any instance) of its Subsidiaries), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint a successor with (unless an Event of Default shall have occurred and be continuing) the prior written consent of the Company (which consent shall not be unreasonably withheld). 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’s resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to take any action thatbe made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in its opinion or in this paragraph. Upon the opinion acceptance of its counselappointment as Administrative Agent hereunder by a successor, may expose such successor shall succeed to and become vested with all the rights, powers, privileges, obligations and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company 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 Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement, any other Loan Document or applicable Lawsany related agreement or any document furnished hereunder or thereunder. Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, and it will not share the Report with any other Person except as otherwise permitted pursuant to Section 10.12 of this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender (except as permitted pursuant to Section 10.12 of this Agreement). Except as otherwise provided in Section 10.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents. Each Lender, Issuing Lender and Agent hereby authorizes and directs the Administrative Agent to enter on its behalf into the intercreditor agreement contemplated by clause (ii) of Section 6.02(i) if the Company shall request that the Administrative Agent do so. Notwithstanding anything herein to the contrary, the Joint Lead Arrangers, Joint Bookrunners, Syndication Agent and Documentation Agents named on the cover page of this Agreement shall not have any duties or liabilities under this Agreement, except in their capacity, if any, as Lenders.

The Administrative Agent. The Each of the Lenders and the Issuing Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf, including execution of the other Loan Documents, and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to, invest in and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), if so specified by this Agreementand (c) except as expressly set forth herein and in the other Loan Documents, all Lenders the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any other instructing group Subsidiary of Lenders specified by this Agreement) as it deems appropriate any Loan Party that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders bank serving as Administrative Agent or any of its Affiliates in any capacity. Each party hereto agrees that it will not assert any claim against any the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actionthe transactions contemplated hereby. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater 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 not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the adequacy, accuracy or completeness of any information (whether oral or written) set forth herein or therein, or in connection herewith or therewith, (v) the validity, enforceability, adequacy, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, (i) any representation, notice, request, certificate, consent, statement, instrument, document or other writing or communication believed by it to be genuine and to have been authorized, signed or sent by the proper Person, (ii) any statement made to it orally or by telephone and believed by it to be made or authorized by the proper Person or (iii) any statement made by a director, authorized signatory or employee of any Person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in counsel for the Company or any instance) of its Subsidiaries), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders; provided that neither advice of any such counsel, accountants or experts. The Administrative Agent does not warrant the accuracy or completeness of any electronic communications, or the adequacy of any electronic platform and expressly disclaims liability for errors or omissions in any electronic platform and electronic communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent nor in connection with any electronic communications or any electronic platform. In no event shall the Collateral Administrative Agent have any liability to any Loan Party, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Administrative Agent’s transmission of communications through the internet or any electronic platform. 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. The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint a successor with (unless an Event of Default shall have occurred and be continuing) the prior written consent of the Company (which consent shall not be unreasonably withheld). 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’s resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to take any action thatbe made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in its opinion or in this paragraph. Upon the opinion acceptance of its counselappointment as Administrative Agent hereunder by a successor, may expose such successor shall succeed to and become vested with all the rights, powers, privileges, obligations and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company 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 Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement, any other Loan Document or applicable Laws.any related agreement or any document furnished hereunder or thereunder. Except as otherwise provided in Section 10.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents. Notwithstanding anything herein to the contrary, the Joint Lead Arrangers, Joint Bookrunners, Syndication Agents and Documentation Agents named on the cover page of this Agreement shall not have any duties or liabilities under this Agreement, except in their capacity, if any, as Lenders. Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each other Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee Administrative Agent by the terms of any Note the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Parent or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), if so specified by this Agreementand (c) except as expressly set forth in the Loan Documents, all Lenders 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 or any other instructing group of Lenders specified by this Agreement) as it deems appropriate the Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Parent, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection 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 confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) 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 expressly required hereby in any instance) counsel for a Loan Party), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders; provided that neither the advice of any such counsel, accountants or experts. The Administrative Agent nor the Collateral Agent shall be required to take may perform any action that, in and all its opinion duties and exercise its rights and powers by or in the opinion of its counsel, may expose the Administrative Agent through any one or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Laws.more sub-agents appointed by the

The Administrative Agent. The Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender hereby authorizes and directs the Administrative Agent to execute and deliver the Pledge Agreements (and/or any amendments thereto) contemplated by Section 5.01(e) and, if applicable, Section 6.09(b) and/or to take such other steps with respect to the pledge of Capital Stock of any Foreign Subsidiary thereunder as the Administrative Agent shall reasonably determine (and the Collateral Agent may deem Lenders hereby approve and treat ratify the payee terms of any Note each such Pledge Agreement). The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any other Loan Document unless it shall first receive such advice of its Subsidiaries that is communicated to or concurrence of obtained by the Required Lenders (or, if so specified by this Agreement, all Lenders bank serving as Administrative Agent or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against Affiliates in any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actioncapacity. The Administrative Agent and shall not be liable for any action taken or not taken by it with the Collateral Agent shall in all cases be fully protected in acting, consent or in refraining from acting, under this Agreement and at the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified to the extent required by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLenders) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect shall be deemed not to any actions or approvals which by the terms of this Agreement or have knowledge of any of the Loan Documents Default unless and until written notice thereof is given to the Administrative Agent by the Company or the Collateral Agent is permitted or desires to take or to granta Lender, and the Administrative Agent shall not be responsible for or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent duty to ascertain or the Collateral Agent as a result of the Administrative Agent inquire into (i) any statement, warranty or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents representation made in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for an Obligor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent (and which may include any of its Affiliates and, without limiting the foregoing, it is agreed that as of the date hereof (and until such appointment may be revoked by the Administrative Agent) X.X. Xxxxxx Europe Limited will act for the purposes of performing certain administrative functions with respect to extensions of credit hereunder to be made in currencies other than Dollars). 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. The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lender and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a request 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’s resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. 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. Except as otherwise provided in Section 10.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or such greater number waiver under any of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; Loan Documents, provided that neither that, without the prior consent of each Lender, the Administrative Agent nor shall not, and shall not consent to any modification, supplement or waiver of any of the Collateral Security Documents to, except as provided herein or in the Security Documents, release all or substantially all of the collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to (or to consent to, as the case may be) release any Lien covering property that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders have consented and provided, further, that no such consent shall be required for any amendment or modification to take any action thatSecurity Document as contemplated by the last sentence of the first paragraph of this Article. Notwithstanding anything herein to the contrary, in its opinion the Joint Lead Arrangers and Joint Bookrunners, the Co-Syndication Agents and the Co-Documentation Agents named on the cover page of this Agreement shall not have any duties or in the opinion of its counsel, may expose the Administrative Agent liabilities under this Agreement or the Collateral Agent to liability or that is contrary to any other Loan Document or applicable LawsDocuments, except in their respective capacity (if any) as a Lender.

The Administrative Agent. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and under the other Credit Documents together with such actions and powers as are reasonably incidental thereto. The Person 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 Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Account Party or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Account Party or any of their Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by an Account Party or a Lender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may deem consult with legal counsel (who may be counsel for any Account Party), independent accountants and treat the payee of other experts selected by it, and shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with Section 10.6 the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all actions required its duties and exercise its rights and powers by such Section in connection with such transfer shall have been takenor through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against sub-agent may perform any and all liability its duties and expense that may be incurred by it by reason exercise its rights and powers through their respective Related Parties. The exculpatory provisions of taking or continuing the preceding paragraphs shall apply to take any such actionsub-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. The Administrative Agent may resign at any time by notifying the Lenders and the Collateral Agent shall in all cases be fully protected in actingAccount Parties. Upon any such resignation, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders shall have the right, in consultation with XL Group, 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’s resignation shall nonetheless become effective and (or1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if so specified not already discharged therefrom as provided above in this paragraph). The fees payable by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), XL Group to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between XL Group and such request successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for its benefit in respect of any action actions taken or failure omitted to act pursuant thereto shall be binding taken by it while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take or to grantenter 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 related agreement or any document furnished hereunder or thereunder. Notwithstanding anything herein to the Collateral Agentcontrary, the Joint Lead Arrangers and Joint Bookrunners, the Co-Syndication Agents and the Documentation Agents named on the cover page of this Agreement shall not have any duties or liabilities under this Agreement, except in their capacity, if any, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Laws.

The Administrative Agent. The Each of the Lenders and the Issuing Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf, including execution of the other Loan Documents, and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to, invest in and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), if so specified by this Agreementand (c) except as expressly set forth herein and in the other Loan Documents, all Lenders the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any other instructing group Subsidiary of Lenders specified by this Agreement) as it deems appropriate any Loan Party that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater 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 not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the adequacy, accuracy or completeness of any information (whether oral or written) set forth herein or therein, or in connection herewith or therewith, (v) the validity, enforceability, adequacy, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (vi) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vii) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, (i) any representation, notice, request, certificate, consent, statement, instrument, document or other writing or communication believed by it to be genuine and to have been authorized, signed or sent by the proper Person, (ii) any statement made to it orally or by telephone and believed by it to be made or authorized by the proper Person or (iii) any statement made by a director, authorized signatory or employee of any Person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in counsel for the Company or any instance) of its Subsidiaries), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint a successor with (unless an Event of Default shall have occurred and be continuing) the prior written consent of the Company (which consent shall not be unreasonably withheld). 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’s resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to take any action thatbe made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in its opinion or in this paragraph. Upon the opinion acceptance of its counselappointment as Administrative Agent hereunder by a successor, may expose such successor shall succeed to and become vested with all the rights, powers, privileges, obligations and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company 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 Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement, any other Loan Document or applicable Lawsany related agreement or any document furnished hereunder or thereunder. Except as otherwise provided in Section 10.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents. Each Lender, Issuing Lender and Agent hereby authorizes and directs the Administrative Agent to enter on its behalf into the intercreditor agreement contemplated by clause (ii) of Section 6.02(i) if the Company shall request that the Administrative Agent do so.

The Administrative Agent. The Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The Lender serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other Loan Document unless it shall first receive such advice or concurrence of discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), if so specified by this Agreementand (c) except as expressly set forth herein, all Lenders the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any other instructing group of Lenders specified by this Agreement) as it deems appropriate its Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as may 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 or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required hereby in to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any instance) liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and such request 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, independent accountants and other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower, if no Default or Event of Default has occurred and is continuing (such consent not to be unreasonably withheld), 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 Lender, appoint a successor Administrative Agent with the consent of the Borrower, if no Default or Event of Default has occurred and is continuing (such consent not to be unreasonably withheld), which shall be a bank with an office in Houston, Texas, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder. The fees payable by the Borrower to take a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 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 action thatactions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, in its opinion or in the opinion of its counsel, may expose 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. The Lenders identified on the facing page of this Agreement as Co-Lead Arrangers, Syndication Agents, Documentation Agents or any similar titles, if any, shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, the Lenders so identified as Co- Lead Arrangers, Syndication Agents or Documentation Agents (or having any similar title) shall not have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that is contrary it has not relied, and will not rely, on the Lender so identified in deciding to any Loan Document enter into this Agreement or applicable Lawsin taking or not taking action hereunder.

The Administrative Agent. The Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in failing or refusing to take any action under in connection with this Agreement or any other Loan Document unless it shall first receive such advice Document, (ii) the contents of any certificate, report or concurrence other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the Required Lenders covenants, agreements or other terms or conditions set forth herein or therein, (oriv) the validity, if so specified by enforceability, effectiveness or genuineness of this Agreement, all Lenders any other Loan Document or any other instructing group agreement, instrument or document, or (v) the satisfaction of Lenders specified any condition set forth in Article V or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by this Agreement) as it deems appropriate to be genuine and to have been signed or it shall first be indemnified to its satisfaction sent by the Lenders against 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 an Obligor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all liability its duties and expense that may be incurred exercise its rights and powers by it or through any one or more sub-agents appointed by reason of taking or continuing to take any such actionthe 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 Collateral 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 all cases be fully protected connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in actingthis paragraph, or in refraining from actingthe Administrative Agent may resign at any time by notifying the Lenders, under this Agreement the Issuing Lender and the other Loan Documents in accordance with a request of Borrower. Upon any such resignation, the Required Lenders (orshall have the right, if in consultation with the Borrower so specified long as no Default shall exist, to appoint a successor from among the Lenders. If no successor shall have been so appointed by this Agreementthe Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, all Lenders or any other instructing group then the retiring Administrative Agent may, on behalf of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank with a minimum capital and surplus of $500,000,000 and 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 future holders the rights, powers, privileges and duties of the Loansretiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent or shall be the Collateral Agent may at any time request instructions from same as those payable to its predecessor unless otherwise agreed between the Lenders with 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 its benefit in respect to of any actions taken or approvals which omitted to be taken by the terms of this Agreement or of any of the Loan Documents it while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or the Collateral Agent is permitted or desires any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take or to grantenter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or the Collateral Agentany other Lender and based on such documents and information as it shall from time to time deem appropriate, as applicable, shall be fully justified continue to make its own decisions in failing taking or refusing to take any not taking action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate andbased upon this Agreement, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except as otherwise provided in accordance Section 10.02(b) with a request or respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or such greater number waiver under any of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; Loan Documents, provided that neither that, without the prior consent of each Lender, the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion not (except as provided herein or in the opinion Security Agreement) release all or substantially all of its counselthe collateral or terminate any Lien with respect thereto under the Security Agreement or alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Agreement, may expose except that no such consent shall be required, and the Administrative Agent or the Collateral Agent is hereby authorized, to liability or release any Lien covering property that is contrary the subject of either a Disposition of property permitted hereunder or a Disposition to any Loan Document which the Required Lenders have consented. Notwithstanding anything herein to the contrary, the Sole Advisor, Lead Arranger and Bookrunner, the Syndication Agent and the Co–Documentation Agents named on the cover page of this Agreement shall have no duties or applicable Lawsresponsibilities hereunder except in their respective capacity, if any, as a Lender.

The Administrative Agent. The Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in failing or refusing to take any action under in connection with this Agreement or any other Loan Document unless it shall first receive such advice Document, (ii) the contents of any certificate, report or concurrence other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the Required Lenders covenants, agreements or other terms or conditions set forth herein or therein, (oriv) the validity, if so specified by enforceability, effectiveness or genuineness of this Agreement, all Lenders any other Loan Document or any other instructing group agreement, instrument or document, or (v) the satisfaction of Lenders specified any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by this Agreement) as it deems appropriate to be genuine and to have been signed or it shall first be indemnified to its satisfaction sent by the Lenders against 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 Amended and Restated Credit Agreement consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all liability its duties and expense that may be incurred exercise its rights and powers by it or through any one or more sub-agents appointed by reason of taking or continuing to take any such actionthe Administrative Agent. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent sub-agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against perform any and all liability its duties and expense which may be incurred by it by reason exercise its rights and powers through their respective Related Parties. The exculpatory provisions of taking or continuing the preceding paragraphs shall apply to take any such action. No Lender shall have any right of action whatsoever against sub-agent and to the Administrative Agent or the Collateral Agent as a result Related Parties of the Administrative Agent or and any such sub-agent, and shall apply to their respective activities in connection with the Collateral Agent acting or refraining from acting under this Agreement or any syndication of the other Loan Documents in accordance with the Direction of the Required Lenders. The credit facilities provided for herein as well as activities as Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable LawsAgent.

The Administrative Agent. The Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances provided in Section 10.02), if so specified by this Agreementand (c) except as expressly set forth herein and in the other Loan Documents, all Lenders 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 Company or any other instructing group of Lenders specified by this Agreement) as it deems appropriate its Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against Person serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances provided in Section 10.02) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and Credit Agreement until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for a Borrower), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities as Administrative Agent. Subject to the Collateral appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a Lender with an office in New York, New York 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 shall be required discharged from its duties and obligations hereunder. The fees payable by the Company to take a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company 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 action thatactions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Credit Agreement Each Lender acknowledges that it has, in its opinion or in the opinion of its counsel, may expose 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement, any other Loan Document or applicable Lawsany related agreement or any document furnished hereunder or thereunder.

The Administrative Agent. The Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The Lender serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (ordiscretionary powers, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any except discretionary rights and all liability and expense powers expressly contemplated hereby that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires required to take or to grant, and the Administrative Agent or the Collateral Agent, exercise in writing as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction directed 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all necessary under the Lenders; circumstances as provided in Section 10.02), provided that neither the Administrative Agent nor the Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Lawslaw, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders 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 or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of 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. 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 Lender and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower, if no Default or Event of Default has occurred and is continuing (such consent not to be unreasonably withheld), 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 Lender, appoint a successor Administrative Agent with the consent of the Borrower, if no Default or Event of Default has occurred and is continuing (such consent not to be unreasonably withheld), which shall be a bank with an office in Houston, Texas, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the 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 related agreement or any document furnished hereunder or thereunder. The Lenders identified on the facing page of this Agreement as Co-Lead Arrangers, Syndication Agents, Documentation Agents or any similar titles, if any, shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, the Lenders so identified as Co- Lead Arrangers, Syndication Agents or Documentation Agents (or having any similar title) shall not have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on the Lender so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

The Administrative Agent. The Each of the Lenders and the Issuing Lenders hereby appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and as its trustee in respect of the U.K. Equity Pledge Agreement and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in failing or refusing to take any action under in connection with this Agreement or any other Loan Document unless it shall first receive such advice Document, (ii) the contents of any certificate, report or concurrence other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the Required Lenders covenants, agreements or other terms or conditions set forth herein or therein, (oriv) the validity, if so specified by enforceability, effectiveness or genuineness of this Agreement, all Lenders any other Loan Document or any other instructing group agreement, instrument or document, or (v) the satisfaction of Lenders specified any condition set forth in Article V or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by this Agreement) as it deems appropriate to be genuine and to have been signed or it shall first be indemnified to its satisfaction sent by the Lenders against 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 an Obligor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all liability its duties and expense that may be incurred exercise its rights and powers by it or through any one or more sub-agents appointed by reason of taking or continuing to take any such actionthe Administrative Agent. The Administrative Agent and the Collateral Agent shall in any such sub-agent may perform any and all cases be fully protected in acting, or in refraining from acting, under this Agreement its duties and the other Loan Documents in accordance with a request exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the Required Lenders (or, if so specified by this Agreement, all Lenders or preceding paragraphs shall apply to any other instructing group such sub-agent and to the Related Parties of Lenders specified by this Agreement)the Administrative Agent and any such sub-agent, and such request and any action taken or failure shall apply to act pursuant thereto shall be binding upon all their respective activities in connection with the Lenders and all future holders syndication of the Loanscredit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent or the Collateral Agent may resign at any time request instructions from by notifying the Lenders, the Issuing Lenders with respect to any actions or approvals which by and the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grantBorrower, and the Administrative Agent may be removed at any time with or without cause by the Collateral AgentRequired Lenders. Upon any such resignation or removal, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or the Required Lenders give notice to the Administrative Agent of its removal, then the retiring Administrative Agent's resignation or removal shall nonetheless become effective and (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as it deems appropriate andthe Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) or removed Administrative Agent and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder (if it so requests, it not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall first be indemnified the same as those payable to its satisfaction by predecessor unless otherwise agreed between the Lenders against Borrower and such successor. After the Administrative Agent's resignation or removal hereunder, the provisions of this Article and Section 10.03 shall continue in effect for its benefit in respect of any and all liability and expense which may actions taken or omitted to be incurred taken by it by reason of taking or continuing to take any such actionwhile it was acting as Administrative Agent. No Each Lender shall have any right of action whatsoever against acknowledges that it has, independently and without reliance upon the Administrative Agent or the Collateral Agent any other Lender and based on such documents and information as a result of 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 the Collateral Agent acting 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 refraining from acting not taking action under or based upon this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in actingAgreement, or in refraining from acting, under this Agreement or any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except as otherwise provided in accordance Section 10.02(b) with a request or respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents, provided that, without the prior consent of each Lender, the Administrative Agent shall not (except as provided herein or in the Security Documents) release any collateral or otherwise terminate any Lien under any Security Document providing for collateral security, agree to additional obligations being secured by such greater number of Lenders as may be expressly required hereby in any instance) and collateral security (unless the Lien for such request and any action taken or failure to act pursuant thereto additional obligations shall be binding upon all junior to the Lenders; Lien in favor of the other obligations secured by such Security Document, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to release any Lien covering Property that is the subject of either a disposition of Property permitted hereunder or a disposition to which the Required Lenders have consented. Without the authorization of the Required Lenders, neither the Administrative Agent nor any Lender shall send to the Collateral Borrower or the Trustee under the Senior Subordinated Note Indentures any notice of a Default or Event of Default hereunder if such notice would result in a payment block in respect of the Senior Subordinated Notes. The Administrative Agent shall be required to take any action that, in its opinion capacity as trustee or in otherwise under the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Laws.U.K. Equity Pledge Agreement:

The Administrative Agent. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and by the other Financing Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Majority Lenders and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Financing Document, (ii) the contents of any certificate, report or other document delivered hereunder, under any other Financing Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Financing Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Financing Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or in any other Financing Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may deem consult with legal counsel (who may be counsel for the Borrower), independent accountants and treat the payee of other experts selected by it, and shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with Section 10.6 the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all actions required its duties and exercise its rights and powers by such Section in connection with such transfer shall have been takenor 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 Collateral 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. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and in consultation with the Borrower, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be fully justified discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 11.3 shall continue in failing effect for its benefit in respect of any actions taken or refusing omitted to take be taken by it while it was acting as Administrative Agent. The Lenders agree to indemnify the Administrative Agent and each Related Party of the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Loans owing to them and Commitments issued by them, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent or such Related Party in any way relating to or arising out of this Agreement or any other Financing Document or any action taken or omitted by the Administrative Agent or such Related Party under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (orFinancing Document, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense PROVIDED that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto no Lender shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect liable to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or such Related Party for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses or disbursements resulting from the Collateral Administrative Agent's or such Related Party's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent is permitted or desires to take or to grant, and each Related Party of the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent or such Related Party in connection with the Collateral Agentpreparation, as applicableexecution, shall be fully justified delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in failing respect of rights or refusing responsibilities under, this Agreement, to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against extent that the Administrative Agent or such Related Party is not reimbursed for such expenses by the Borrower. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Trustee or any other Loan Document in accordance with a request or consent of the Required Lenders (or Lender and based on such greater number of Lenders documents and information as may be expressly required hereby in any instance) it has deemed appropriate, made its own credit analysis and such request decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and any action taken or failure to act pursuant thereto shall be binding without reliance upon all the Lenders; provided that neither the Administrative Agent nor Agent, the Collateral Agent Trustee or any other Lender and based on such documents and information as it shall be required from time to take time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any action that, in its opinion related agreement or in the opinion of its counsel, may expose the Administrative Agent any document furnished hereunder or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Lawsthereunder.

The Administrative Agent. The Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Collateral Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee Administrative Agent by the terms of any Note the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The bank serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), if so specified by this Agreementand (c) except as expressly set forth in the Loan Documents, all Lenders the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any other instructing group of Lenders specified by this Agreement) as it deems appropriate its Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV, the Closing Checklist or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be expressly required hereby counsel for the Borrower), independent accountants and other experts selected by it in any instance) its reasonable discretion, and such request and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts selected by it in good faith. 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 selected with reasonable care and 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 act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time upon 30 days prior written notice to the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, to appoint a successor which shall be a Lender and which shall (unless an Event of Default has occurred and is continuing) be subject to approval by the Borrower (such approval not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a commercial bank or an Affiliate of any such commercial bank and which shall (unless an Event of Default has occurred and is continuing) be subject to approval by the Borrower (such approval not to be unreasonably withheld or delayed). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder. The fees payable by the Borrower to take a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any action thatactions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, in its opinion or in the opinion of its counsel, may expose 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 Collateral Administrative Agent or any other Lender and based on such documents and information as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. The Administrative Agent shall have no obligation to any of the Lenders to ensure that the Collateral exists, is owned by the Loan Parties, is cared for, protected or insured, is unencumbered by others, or that the Liens granted to the Administrative Agent therein have been properly, sufficiently or lawfully created, perfected, protected or enforced, or that such Liens are entitled to any particular priority, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion given the Administrative Agent’s own interest in the Collateral in its capacity as one of the Lenders and that the Administrative Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable Lawslaw can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. Each Lender hereby agrees that (a) it is deemed to have requested that the Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report, or (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that the Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party and not to distribute any Report to any other Person except as otherwise permitted pursuant to Section 9.12; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by the Administrative Agent and any such other Person preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. Each Lender shall, upon the request of the Administrative Agent, provide the Administrative Agent with such information as the Administrative Agent may reasonably request regarding any Banking Service Obligations or Swap Obligations owing to such Lender or its Affiliates. The Co-Syndication Agents and Co-Documentation Agents shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

The Administrative Agent. The Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as the 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 in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in failing or refusing to take any action under in connection with this Agreement or any other Loan Document unless it shall first receive such advice Document, (ii) the contents of any certificate, report or concurrence other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the Required Lenders covenants, agreements or other terms or conditions set forth herein or therein, (oriv) the validity, if so specified by enforceability, effectiveness or genuineness of this Agreement, all Lenders any other Loan Document or any other instructing group agreement, instrument or document, or (v) the satisfaction of Lenders specified any condition set forth in Article V or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by this Agreement) as it deems appropriate to be genuine and to have been signed or it shall first be indemnified to its satisfaction sent by the Lenders against 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 an Obligor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all liability its duties and expense that may be incurred exercise its rights and powers by it or through any one or more sub-agents appointed by reason of taking or continuing to take any such actionthe 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 Collateral 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 the Administrative Agent. The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lender 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 such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above, provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in all cases accordance with such notice and (1) the retiring Administrative Agent shall be fully protected in acting, or in refraining discharged from acting, its duties and obligations hereunder and under this Agreement and the other Loan Documents (except that in accordance with a request the case of any collateral security held by the Administrative Agent on behalf of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of under any of the Loan Documents Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or the Collateral Agent is permitted or desires to take shall instead be made by or to granteach Lender and the Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor's appointment as the Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing discharged from all of its duties and obligations hereunder or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents (if not already discharged therefrom as provided above in accordance with the Direction of the Required Lendersthis paragraph). The fees payable by the Borrower to a successor Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required the same as those payable to take its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent's resignation hereunder and under the other Loan Documents, 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 action that, in its opinion actions taken or in omitted to be taken by any of them while the opinion of its counsel, may expose retiring Administrative Agent was acting as the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable LawsAgent.

The Administrative Agent. The Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Revolving Credit Lenders or the Required Incremental Loan Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in failing or refusing to take any action under in connection with this Agreement or any other Loan Document unless it shall first receive such advice Document, (ii) the contents of any certificate, report or concurrence other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the Required Lenders covenants, agreements or other terms or conditions set forth herein or therein, (oriv) the validity, if so specified by enforceability, effectiveness or genuineness of this Agreement, all Lenders any other Loan Document or any other instructing group agreement, instrument or document, or (v) the satisfaction of Lenders specified any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by this Agreement) as it deems appropriate to be genuine and to have been signed or it shall first be indemnified to its satisfaction sent by the Lenders against proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all liability its duties and expense that may be incurred exercise its rights and powers by it or through any one or more sub-agents appointed by reason of taking or continuing to take any such actionthe Administrative Agent. The Administrative Agent and the Collateral Agent shall in any such sub-agent may perform any and all cases be fully protected in acting, or in refraining from acting, under this Agreement its duties and the other Loan Documents in accordance with a request exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the Required Lenders (or, if so specified by this Agreement, all Lenders or preceding paragraphs shall apply to any other instructing group such sub-agent and to the Related Parties of Lenders specified by this Agreement)the Administrative Agent and any such sub-agent, and such request and any action taken or failure shall apply to act pursuant thereto shall be binding upon all their respective activities in connection with the Lenders and all future holders syndication of the Loanscredit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent or the Collateral Agent may resign at any time request instructions by notifying the Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent's resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect to of any actions taken or approvals which omitted to be taken by the terms of this Agreement or of any of the Loan Documents it while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or the Collateral Agent is permitted or desires any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take or to grantenter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or the Collateral Agentany other Lender and based on such documents and information as it shall from time to time deem appropriate, as applicable, shall be fully justified continue to make its own decisions in failing taking or refusing to take any not taking action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate andbased upon this Agreement, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (any related agreement or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken document furnished hereunder or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Lawsthereunder.

The Administrative Agent. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, including acting as collateral agent in respect of cash collateral deposited with the Administrative Agent in accordance with the terms hereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Collateral Agent may deem Lenders (including the Issuing Banks), and treat neither the payee Borrower nor any other Loan Party shall have rights as a third party beneficiary of any Note of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The bank serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent and shall not have any duties or obligations except those expressly set forth in the Collateral Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be fully justified in failing subject to any fiduciary or refusing other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action under this Agreement or exercise any other discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Document unless it shall first receive such advice or concurrence of Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (oror such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), if so specified by this Agreementand (c) except as expressly set forth in the Loan Documents, all Lenders the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any other instructing group of Lenders specified by this Agreement) as it deems appropriate its Subsidiaries that is communicated to or it shall first be indemnified to its satisfaction obtained by the Lenders against bank serving as Administrative Agent or any and all liability and expense that may be incurred by it by reason of taking or continuing to take its Affiliates in any such actioncapacity. The Administrative Agent and the Collateral Agent shall in all cases not be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires to take or to grant, and the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of consent or at the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. 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 Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be expressly required hereby in any instance) counsel for the Borrower), independent accountants and such request other experts selected by it, and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to act pursuant thereto shall be binding upon all any such sub-agent and to the Lenders; provided that neither Related Parties of the Administrative Agent nor and any such sub-agent, and shall apply to their respective activities in connection with the Collateral syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be required discharged from its duties and obligations hereunder. The fees payable by the Borrower to take a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any action thatactions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, in its opinion acquiring or holding commercial loans in the opinion ordinary course of its counselbusiness and has, may expose 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 as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Collateral Administrative Agent or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to liability time deem appropriate, continue to make its own decisions in taking or that is contrary to not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder. None of the Lenders, if any, identified in this Agreement as a Syndication Agent or Documentation Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable Lawsto all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their respective capacities as Syndication Agent or Documentation Agent, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement.

The Administrative Agent. The Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the Collateral other Loan Documents and authorizes the Administrative Agent may deem to take such actions on its behalf and treat to exercise such powers as are delegated to the payee of any Note Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as the owner thereof for all purposes unless such Note Administrative Agent hereunder shall have been transferred the same rights and powers in accordance its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept Loan Agreement 50 -48- deposits from, lend money to and generally engage in any kind of business with Section 10.6 and all actions required by such Section in connection with such transfer shall have been takenthe Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Collateral other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be fully justified deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in failing or refusing to take any action under in connection with this Agreement or any other Loan Document unless it shall first receive such advice Document, (ii) the contents of any certificate, report or concurrence other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the Required Lenders covenants, agreements or other terms or conditions set forth herein or therein, (oriv) the validity, if so specified by enforceability, effectiveness or genuineness of this Agreement, all Lenders any other Loan Document or any other instructing group agreement, instrument or document, or (v) the satisfaction of Lenders specified any condition set forth in Article V or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by this Agreement) as it deems appropriate to be genuine and to have been signed or it shall first be indemnified to its satisfaction sent by the Lenders against 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 an Obligor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all liability its duties and expense that may be incurred exercise its rights and powers by it or through any one or more sub-agents appointed by reason of taking or continuing to take any such actionthe Administrative Agent. The Administrative Agent and the Collateral Agent shall in any such sub-agent may perform any and all cases be fully protected in acting, or in refraining from acting, under this Agreement its duties and the other Loan Documents in accordance with a request exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the Required Lenders (or, if so specified by this Agreement, all Lenders or preceding paragraphs shall apply to any other instructing group such sub-agent and to the Related Parties of Lenders specified by this Agreement)the Administrative Agent and any such sub-agent, and such request and any action taken or failure shall apply to act pursuant thereto shall be binding upon all their respective activities in connection with the Lenders and all future holders syndication of the Loanscredit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent or the Collateral Agent may resign at any time request instructions from 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 Administrative Agent gives notice of its resignation, then the retiring Administrative Agent's resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). After the Administrative Agent's resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for its benefit in respect to of any actions taken or approvals which omitted to be taken by the terms of this Agreement or of any of the Loan Documents it while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or the Collateral Agent is permitted or desires any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take or to grantenter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or the Collateral Agentany other Lender and based on such documents and information as it shall from time to time deem appropriate, as applicable, shall be fully justified continue to make its own decisions in failing taking or refusing to take any not taking action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate andbased upon this Agreement, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except as otherwise provided in accordance Section 10.02(b) with a request or respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or such greater number waiver under any of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; Loan Documents, provided that neither that, without the prior consent of each Lender, the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion not (except as provided herein or in the opinion Security Documents) release all or substantially all of its counselthe collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, may expose agree to additional obligations being secured by all or substantially all of such collateral security (unless the Lien for such additional obligations shall be junior to the Lien in favor of the other obligations secured by such Security Document, in which event the Administrative Agent may consent to such junior Lien provided that it obtains the consent of the Required Lenders thereto), alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of such collateral, except that no such consent shall be required, and the Collateral Administrative Agent is hereby authorized, to liability or release any Lien covering property that is contrary the subject of either a disposition of property permitted hereunder or a disposition to any which the Required Lenders have consented. Loan Document or applicable Laws.Agreement 52 -50-

The Administrative Agent. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms this Agreement, together with such actions and powers as are reasonably incidental thereto. The bank serving as the Administrative Agent under this Agreement shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Parent or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent under this Agreement. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Majority Lenders, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Majority Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by a Loan Party or a Lender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV of this Agreement or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may deem consult with legal counsel (who may be counsel for a Loan Party), independent accountants and treat the payee of other experts selected by it, and shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with Section 10.6 the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all actions required its duties and exercise its rights and powers by such Section in connection with such transfer shall have been takenor 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 Collateral 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. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Majority Lenders shall have the right (so long as no Default has occurred and is continuing with consent of the Borrower which consent shall not be unreasonably withheld) to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be fully justified in failing or refusing discharged from its duties and obligations hereunder. The fees payable by the Borrower to take any action under this Agreement or any other Loan Document unless it a successor Administrative Agent shall first receive such advice or concurrence of be the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) same as it deems appropriate or it shall first be indemnified those payable to its satisfaction by predecessor unless otherwise agreed between the Lenders against Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any and all liability and expense that may actions taken or omitted to be incurred taken by it by reason of taking or continuing to take any such actionwhile it was acting as Administrative Agent. The Administrative Agent Each Lender acknowledges that it has, independently and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding without reliance upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take or to grantenter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or the Collateral Agentany other Lender and based on such documents and information as it shall from time to time deem appropriate, as applicable, shall be fully justified continue to make its own decisions in failing taking or refusing to take any not taking action under or based upon this Agreement, any Loan Document unless it shall first receive such advice related agreement or concurrence any document furnished hereunder or thereunder. Notwithstanding any other provision of this Agreement, none of the Required Lenders Syndication Agents in their capacity as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent powers, duties, responsibilities or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under liabilities with respect to this Agreement or any the transactions contemplated hereby. Without limiting the foregoing, none of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto Syndication Agents shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary subject to any Loan Document fiduciary or applicable Lawsother implied duties.

The Administrative Agent. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise 364-Day Credit Agreement such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The Person 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 Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Collateral Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may deem consult with legal counsel (who may be counsel for the Company), independent accountants and treat the payee of other experts selected by it, and shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with Section 10.6 the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all actions required its duties and exercise its rights and powers by such Section in connection with such transfer shall have been takenor through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against sub-agent may perform any and all liability its duties and expense that may be incurred by it by reason 364-Day Credit Agreement exercise its rights and powers through their respective Related Parties. The exculpatory provisions of taking or continuing the preceding paragraphs shall apply to take any such actionsub-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. The Administrative Agent may resign at any time by notifying the Lenders and the Collateral Agent shall in all cases be fully protected in actingCompany. Upon any such resignation, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders shall have the right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent's resignation shall nonetheless become effective and (or1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if so specified not already discharged therefrom as provided above in this paragraph). The fees payable by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such request successor. After the Administrative Agent's resignation hereunder, the provisions of this Article VIII and Section 9.03 shall continue in effect for its benefit in respect of any action actions taken or failure omitted to act pursuant thereto shall be binding taken by it while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon all the Lenders and all future holders of the Loans. The Administrative Agent or the Collateral Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents the Administrative Agent or the Collateral Agent is permitted or desires any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to take or to grantenter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or the Collateral Agentany other Lender and based on such documents and information as it shall from time to time deem appropriate, as applicable, shall be fully justified continue to make its own decisions in failing taking or refusing to take any not taking action under or based upon this Agreement, any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement related agreement or any of the other Loan Documents in accordance with the Direction of the Required Lendersdocument furnished hereunder or thereunder. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that neither the Administrative Agent nor the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Laws.364-Day Credit Agreement

The Administrative Agent. In order to expedite the transactions contemplated by this Agreement and the other Loan Documents, The Bank of New York is hereby appointed to act as Administrative Agent on behalf of the Lenders and the Collateral Agent may deem Issuing Bank. Each of the Lenders, the Issuing Bank and treat the payee each assignee of any Note Lender or the Issuing Bank hereby irrevocably authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are specifically delegated to the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 Administrative Agent by the terms and all actions required by such Section in connection provisions hereof, together with such transfer shall have been takenactions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders and the Collateral Agent shall be fully justified Issuing Bank, without hereby limiting any implied authority, (a) except as otherwise specifically provided herein, to receive on behalf of the Lenders and the Issuing Bank all payments of principal of and interest on the Loans, all payments in failing respect of L/C Disbursements and all other amounts due to the Lenders and the Issuing Bank hereunder, and promptly to distribute to each Lender or refusing the Issuing Bank its proper share of each payment so received; (b) to take any action under this Agreement give notice on behalf of each of the Lenders and the Issuing Bank to the Borrower or any other Obligor of any Event of Default specified in this Agreement and the other Loan Document unless it shall first receive such advice or concurrence Documents of which the Required Lenders Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (orc) to distribute to each Lender copies of all notices, if so specified financial statements and other materials delivered by this Agreement, all Lenders the Borrower or any other instructing group of Lenders specified by Obligor pursuant to this Agreement) Agreement and the other Loan Documents as it deems appropriate or it shall first be indemnified to its satisfaction received by the Lenders against Administrative Agent. Neither the Administrative Agent nor any and all liability and expense that may of its directors, officers, employees or agents shall be incurred liable as such for any action taken or omitted by it any of them except for its or his own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by reason the Borrower or any other Obligor of taking any of the terms, conditions, covenants or continuing to take agreements contained herein or in any such actionother Loan Document. The Administrative Agent and shall not be responsible to the Collateral Lenders or the Issuing Bank for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement, the other Loan Documents or any other instruments or agreements. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of written instructions signed by the Required Lenders (orand, if so specified by this Agreementexcept as otherwise specifically provided herein, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request instructions and any action taken or failure to act inaction pursuant thereto shall be binding upon on all the Lenders and all future holders of the LoansIssuing Bank. The Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or the Collateral Agent may at any time request instructions from the Lenders with respect document believed by it in good faith to any actions be genuine and correct and to have been signed or approvals which sent by the terms of this Agreement proper Person or of any of the Loan Documents Persons. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Collateral Agent is permitted Borrower or desires to take or to grant, any The Lenders and the Issuing Bank hereby acknowledge that the Administrative Agent or the Collateral Agent, as applicable, shall be fully justified in failing or refusing under no duty to take any discretionary action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first permitted to be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred taken by it by reason pursuant to the provisions of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of the Administrative Agent or the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the Direction of the Required Lenders. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document unless it shall be requested in accordance writing to do so by the Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower, and may be removed at any time with or without cause by the action of all Lenders (other than Administrative Agent, if it is a request or consent of Lender). Upon any such resignation, the Required Lenders (shall have the right 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 having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such greater number bank. Upon the acceptance of Lenders any appointment as may Administrative Agent hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be expressly required hereby discharged from its duties and obligations hereunder and under the other Loan Documents. After the Administrative Agent's resignation or removal hereunder, the provisions of this Article and Section 9.5 shall continue in effect for its benefit in respect of any instance) and such request and any action actions taken or failure omitted to act pursuant thereto shall be binding upon all taken by it while it was acting as Administrative Agent. With respect to the Lenders; provided that neither Loans made by it hereunder, the Administrative Agent nor the Collateral in its individual capacity and not as Administrative Agent shall be required to take have the same rights and powers as any action thatother Lender and may exercise the same as though it were not the Administrative Agent, in its opinion or in the opinion of its counsel, may expose and the Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary of the Collateral Agent to liability Borrower or that is contrary to any Loan Document or applicable Lawsother Affiliate thereof as if it were not Administrative Agent.