Common use of Authorization and Action Clause in Contracts

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor or to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and and, to the extent applicable, the other Loan Facility Documents as are specifically delegated to the such Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. Not in limitation of the foregoing, each Lender authorizes and directs the No Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees thatshall have any duties or responsibilities, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers those expressly set forth herein or thereinin the other Facility Documents to which it is a party or any fiduciary relationship with any Secured Party and no implied covenants, together with such other powers as are reasonably incidental theretofunctions, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent responsibilities, duties or obligations other than those expressly provided for herein. At or liabilities on the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request part of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to shall be read into this Agreement or any other Loan Facility Document not already delivered to which such Lender pursuant Agent is a party (if any) as duties on its part to the terms be performed or observed. No Agent shall have or be construed to have any other duties or responsibilities in respect of this Agreement or any such other Loan DocumentFacility Document and the transactions contemplated hereby or thereby. As to any matters not expressly provided for by this Agreement or the Loan Documents (includingother Facility Documents, without limitation, enforcement or collection of any of the Obligations), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Requisite Majority Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)or, and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement with respect to the contraryCollateral Agent, the Administrative Agent); provided that such Agent shall not be required to take any action which exposes the Agent such Agent, in its judgment, to personal liability liability, cost or expense or which is contrary to this Agreement or any Agreement, the other Loan Document Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Not Each Lender agrees that in limitation any instance in which the Facility Documents provide that an Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingsuch Agent’s reasonable discretion, the Agent or provide to a similar effect, it shall not in its instructions (or by refusing to provide instruction) to such Agent withhold its consent or exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or its discretion in an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyunreasonable manner.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein (including the use of the term “Agent”) shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party Obligor or any other Affiliate of the BorrowerBorrower or any Obligor, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy. The Borrower may rely on written amendments or waivers executed by Agent or acts taken by Agent as being authorized by the Lenders or the Requisite Lenders, as applicable, to the extent Agent does not advise Borrower that it has not obtained such authorization from the Lenders or the Requisite Lenders, as applicable.

Authorization and Action. (a) Each Lender, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender hereby appoints and the Issuing Bank authorizes the Administrative Agent to take such action actions as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof under such agreements and thereof, together with to exercise such powers as are reasonably incidental thereto. Not in limitation In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and the Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Xxxxxx’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and the Issuing Bank hereby authorizes and directs the Administrative Agent to enter into execute and deliver, and to perform its obligations under, each of the Loan Documents for to which the benefit of Administrative Agent is a party, and to exercise all rights, powers and remedies that the LendersAdministrative Agent may have under such Loan Documents. Each FILO Term Loan Lender hereby agrees that, except irrevocably appoints the entity named as otherwise set forth herein, any action taken by FILO Agent in the Requisite Lenders in accordance with the provisions heading of this Agreement or and its successors and assigns to serve as the FILO Agent under the Loan Documents, Documents and each FILO Term Loan Lender authorizes the FILO Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the FILO Agent under such agreements and to exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Required Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor or to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the any Borrower, any Loan Party or any other Affiliate of the any Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Required Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Required Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and and, to the extent applicable, the other Loan Facility Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, subject to the terms hereof. Not in limitation The Administrative Agent shall distribute a copy of all material modifications, amendments, extensions, consolidations, restatements, alterations, changes or revisions to any one or more of the foregoingFacility Documents (including, without limitation, waiver or consents entered into, executed or delivered by the Administrative Agent, but excluding the Administrative Agent Fee Letter), to each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees thatThe Administrative Agent shall not have any duties or responsibilities, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers those expressly set forth herein or thereinin the other Facility Documents, together or any fiduciary relationship with such other powers as are reasonably incidental theretoany Secured Party, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent no implied covenants, functions, responsibilities, duties or obligations other than those expressly provided for herein. At or liabilities on the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals part of the documents delivered to the Administrative Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to shall be read into this Agreement or any other Loan Facility Document to which the Administrative Agent is a party (if any) as duties on its part to be performed or observed. The Administrative Agent shall not already delivered have or be construed to such Lender pursuant to the terms have any other duties or responsibilities in respect of this Agreement or any such other Loan Documentand the transactions contemplated hereby. As to any matters not expressly provided for by this Agreement or the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations)other Facility Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Requisite Lenders (or all of Required Lenders; provided that the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Agent Administrative Agent, in its judgment, to personal liability liability, cost or expense or which is contrary to this Agreement or any Agreement, the other Loan Document Facility Documents or Applicable Law, or would be, in its judgment, contrary to its duties hereunder, under any other Facility Document or under Applicable Law. Not Each Lender agrees that in limitation any instance in which the Facility Documents provide that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingAdministrative Agent’s reasonable discretion, the Agent or provide to a similar effect, it shall not in its instructions (or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or its discretion in an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyunreasonable manner.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents this Agreement (including, without limitation, enforcement or collection of any of the ObligationsNotes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Required Lenders, and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsNotes; provided, however, that, notwithstanding anything in this Agreement to the contrary, that the Agent shall not be required to take any action which that exposes the Agent to personal liability or which that is contrary to this Agreement or any other Loan Document or Applicable Lawapplicable law. Not in limitation Without limiting the generality of the foregoing, (a) the Agent shall not exercise be subject to any right fiduciary or remedy it or the Lenders may have under any Loan Document upon the occurrence other implied duties, regardless of whether a Default or an Event of Default unless the Requisite Lenders have so directed has occurred and is continuing, (b) the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement that the Agent is required to exercise in writing as directed by the Required Lenders (or such right other number or remedypercentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01), and (c) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, the Borrower or any of the Subsidiaries that is communicated to or obtained by it or any of its Affiliates in any capacity. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by the Borrower or a Lender. The Agent agrees to promptly make available to each Lender all information delivered to the Agent pursuant to Section 5.01, and the Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

Authorization and Action. (a) Each Lender Class Investor hereby appoints and authorizes the related Class Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Transaction Documents as are specifically delegated to the such Class Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not The Class Conduits and/or the Bank Investors of any Class holding Commitments aggregating in limitation excess of 66 and 2/3% of the foregoing, each Lender authorizes and directs Facility Limit of the related Class (the “Majority Class Investors”) may direct their respective Class Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees thattake any such incidental action hereunder, except as otherwise set forth hereinhowever, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward respect to such Lender copies or, where appropriate, originals of the documents delivered actions which are incidental to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered actions specifically delegated to such Lender pursuant to the terms of this Agreement or any Class Agent hereunder, such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Class Agent shall not be required to exercise any discretion or take any actionsuch incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions direction of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsMajority Class Investors; provided, however, that, notwithstanding anything in this Agreement to the contrary, the that such Class Agent shall not be required to take any action which exposes hereunder if the Agent to personal liability taking of such action, in the reasonable determination of such Class Agent, shall be in violation of any applicable law, rule or which is regulation or contrary to any provision of this Agreement or any other Loan Document shall expose such Class Agent to liability hereunder or Applicable Lawotherwise. Not in limitation In furtherance, and without limiting the generality, of the foregoing, each Class Investor hereby appoints its related Class Agent as its agent to execute and deliver all further instruments and documents, and take all further action that such Class Agent may deem necessary or appropriate or that a Class Investor may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be transferred from time to time by the Transferor hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by such Class Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated herein above. Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, no Class Agent shall take any action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the related Majority Class Investors (which consent shall not exercise any right be unreasonably withheld or remedy it delayed). In the event a Class Agent requests a Class Investor’s consent pursuant to the foregoing provisions and such Class Agent does not receive a consent (either positive or the Lenders may negative) from such Class Investor within 10 Business Days of such Class Investor’s receipt of such request, then such Class Investor (and its percentage interest hereunder) shall be disregarded in determining whether such Class Agent shall have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyobtained sufficient consent hereunder.

Authorization and Action. Each Lender hereby appoints WFCF as "Agent" under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Agent to take such action as contractual representative on such Lender’s its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers under this Agreement and the other Loan Documents as are specifically expressly delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not Notwithstanding any provision to the contrary contained elsewhere in limitation of the foregoingthis Agreement or in any other Loan Document, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees thatshall not have any duties or responsibilities, except as otherwise those expressly set forth herein, nor shall Agent have or be deemed to have any action taken by the Requisite Lenders in accordance fiduciary relationship with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lenderand no implied covenants, a copy of any certificate functions, responsibilities, duties, obligations or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to Agent is not already delivered intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such Lender pursuant term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. In performing its functions and duties under this Agreement, Agent shall act solely on behalf of the terms Secured Parties and shall not assume, or be deemed to have assumed, any obligation toward, or relationship of agency or trust with or for, any Borrower. The provisions of this Agreement or Section 11 are solely for the benefit of Agent and Lenders, and Borrowers shall have no rights as third party beneficiaries of any such other Loan Documentprovisions of this Section 11. As to any matters not expressly provided for by this Agreement and the other Loan Documents (includingDocuments, without limitationAgent may, enforcement or collection of any of the Obligations), the Agent but shall not be required to to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (Majority Lenders, whenever such instruction shall be requested by Agent or all required hereunder, or a greater or lesser number of the Lenders if explicitly so required under any other provision of this Agreement)hereunder, and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; provided, however, that, notwithstanding anything in this Agreement to the contrary, the provided that Agent shall not be required fully justified in failing or refusing to take any action which exposes the Agent to personal any liability or which is contrary to this Agreement or any Agreement, the other Loan Document Documents or Applicable Lawapplicable law, unless Agent is indemnified to its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. Not in limitation If Agent seeks the consent or approval of the foregoingMajority Lenders (or a greater or lesser number of Lenders as required in this Agreement), the with respect to any action hereunder, Agent shall not exercise send notice thereof to each Lender and shall notify each Lender at any right time that the Majority Lenders (or remedy it such greater or the Lenders may lesser number of Lenders) have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the instructed Agent to exercise such right act or remedyrefrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor or to impose on the Agent duties or obligations other than those expressly provided for herein. 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 Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. The Agent shall not have any duties or obligations except those expressly set forth herein. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy. With the exception of Section 11.8 hereof, the provisions of this Article XI are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor or to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swingline Bank (if applicable) and an Issuing Bank (if applicable)) hereby irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the The Administrative Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, shall not have any duties or responsibilities except as otherwise those expressly set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or and in the other Loan Documents, and the exercise Administrative Agent may perform any of its respective duties hereunder by the Requisite Lenders or through its officers, directors, agents, employees or affiliates. The duties of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, Administrative Agent shall be authorized mechanical and binding upon all administrative in nature; the Administrative Agent shall not have by reason of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to such Lender pursuant or shall be so construed as to impose upon the terms Administrative Agent any obligations in respect of this Agreement or any such other Loan DocumentDocument except as expressly set forth herein or therein. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the ObligationsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall not incur any liability to any Lender Party and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Majority Lenders, and such instructions shall be binding upon all Lenders Lender Parties and all holders of any of the ObligationsNotes; provided, however, that, notwithstanding anything in this Agreement to that the contrary, the Administrative Agent shall not be required to take any action which that exposes the Administrative Agent to personal liability or which that is contrary to this Agreement or applicable law. Without limiting the foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Loan Document or Applicable Law. Not in limitation accordance with the instructions of the foregoingMajority Lenders (or, if so specified by this Agreement, any applicable greater percentage of Lenders). The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Agent shall not exercise any right or remedy it or Borrower pursuant to the Lenders may have under any Loan Document upon the occurrence terms of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedythis Agreement.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), an Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Joint Lead Arrangers and each Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are specifically delegated to the Joint Lead Arrangers and such Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the ObligationsNotes), no Agent nor the Agent Joint Lead Arrangers shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Required Lenders, and such instructions shall be binding upon all Lenders Lender Parties and all holders of any of the ObligationsNotes; provided, however, that, notwithstanding anything in this Agreement to that no Agent nor the contrary, the Agent Joint Lead Arrangers shall not be required to take any action which that exposes such Agent nor the Agent Joint Lead Arrangers to personal liability or which that is contrary to this Agreement or any other Loan Document or Applicable Lawapplicable law. Not Each Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Except as may otherwise be agreed in limitation writing, each of the foregoingLenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the Agent shall not exercise completeness or accuracy of any right information it obtains from the Loan Parties or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyauthorized signatory in doing so.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action act as contractual representative agent on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents with such powers and discretion as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, . The power of attorney set forth hereinabove shall be authorized irrevocable and binding upon all coupled with an interest. The relationship between the Administrative Agent and the Lenders shall be that of the Lenders. Nothing principal and agent only and nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender nor to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Administrative Agent will forward to such each Lender copies or, where appropriate, originals of the documents delivered to the Administrative Agent pursuant to this Agreement or the other Loan Documents. The Administrative Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Administrative Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable LawLaw or unless 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 any such action. Not in limitation of the foregoing, the Administrative Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Administrative Agent to exercise such right or remedy.

Authorization and Action. (a) Each Lender and its Co-Agent hereby irrevocably designates and appoints Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch as Funding Agent hereunder and under the other Transaction Documents to which the Funding Agent is a party and authorizes the Funding Agent to take such action as contractual representative on such Lender’s its behalf under the provisions of the Transaction Documents and to exercise such powers under this Agreement and the other Loan Documents perform such duties as are specifically expressly delegated to the Funding Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Transaction Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized . Each Unaffiliated Committed Lender and binding upon all of each Committed Lender in any Conduit Group hereby designates the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose Person designated on the Lender Supplement as Co-Agent duties for such Unaffiliated Committed Lender or obligations other than those expressly provided Conduit Group, as applicable, as agent for herein. At the request of a Lender, the Agent will forward such Person hereunder and authorizes such Person to take such Lender copies or, where appropriate, originals of the documents delivered actions as agent on its behalf and to exercise such powers as are delegated to the Co-Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of for such Lender, a copy of any certificate or notice furnished to the Agent Person by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any together with such other Loan Documentpowers as are reasonably incidental thereto. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Each Lender and each Co-Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary that becomes a party to this Agreement or any other Loan Document or Applicable Law. Not in limitation after the date hereof shall designate and appoint the Funding Agent, as its agent and authorizes the Funding Agent to take such action on its behalf under the provision of the foregoingTransaction Documents, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent and to exercise such right powers and perform such duties as are expressly delegated to such agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each Lender and its Co-Agent hereby irrevocably designates and appoints Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch as Administrative Agent hereunder and under the Transaction Documents to which the Administrative Agent is a party, and each Lender and each Co-Agent that becomes a party to this Agreement hereafter ratifies such designation and appointment and authorizes the Administrative Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Agents shall have any duties or remedyresponsibilities, except those expressly set forth in the Transaction Documents to which it is a party, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Agent shall be read into any Transaction Document or otherwise exist against such Agent. In addition, the Administrative Agent is hereby authorized by each Lender, each Co-Agent and the Funding Agent to consent to (i) any amendments or restatements to the Certificate of Incorporation of Borrower to the extent such amendments or restatements are not prohibited by Section 7.1(i)(xxix) and (ii) any amendments or modifications of the bylaws of the Borrower.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender nor to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Administrative Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Administrative Agent pursuant to this Agreement or the other Loan Documents. The Administrative Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Administrative Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Administrative Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein (including the use of the term “Agent”) shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party Obligor or any other Affiliate of the BorrowerBorrower or any Obligor, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy. The Borrower may rely on written amendments or waivers executed by Agent or acts taken by Agent as being authorized by the Lenders or the Requisite Lenders, as applicable, to the extent Agent does not advise Borrower that it has not obtained such authorization from the Lenders or the Requisite Lenders, as applicable. With the exception of the foregoing sentence and Section 11.8, the provisions of this Article XI are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of such provisions.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents Lender Agreements as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement and the Loan Documents other Lender Agreements (including, without limitation, enforcement or collection of any of the ObligationsTerm Loan Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; providedPROVIDED, howeverHOWEVER, that, notwithstanding anything in this Agreement to the contrary, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any the other Loan Document Lender Agreements or Applicable Lawapplicable law. Not in limitation Subject to the foregoing provisions and to the other provisions of the foregoingthis Article 13, the Agent shall not shall, on behalf of the Lenders: (a) execute any documents on behalf of the Lenders providing collateral for or guarantees of the Lender Obligations; (b) hold and apply any collateral for the Lender Obligations, and the proceeds thereof, at any time received by it, in accordance with the provisions of this Agreement and the other Lender Agreements; (c) exercise any right and all rights, powers and remedies of the Lenders under this Agreement or remedy it any of the other Lender Agreements, including the giving of any consent or waiver or the entering into of any amendment, subject to the provisions of Section 13.1; (d) at the direction of the Lenders, execute, deliver and file UCC financing statements, mortgages, deeds of trust, lease assignments and such other agreements in respect of any collateral for the Lender Obligations, and possess instruments included in the collateral on behalf of the Lenders; and (e) in the event of acceleration of Borrower's Indebtedness hereunder, act at the direction of the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedythe rights of the Lenders hereunder and under the other Lender Agreements.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken acknowledges that Agent shall not have by the Requisite Lenders in accordance with the provisions reason of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders assumed a fiduciary relationship in respect of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender. In performing its functions and duties under this Agreement, upon the request Agent shall act solely as agent of such LenderLenders and shall not assume, a copy of any certificate or notice furnished be deemed to the Agent by the Borrowerhave assumed, any Loan Party obligation toward, or relationship of agency or trust with or for, Borrower or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Documentits Subsidiaries. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, including without limitation, limitation enforcement or and collection of any of the ObligationsNotes), the Agent may, but shall not be required to to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (Majority Lenders, whenever such instruction shall be requested by Agent or all required hereunder, or a greater or lesser number of the Lenders if explicitly so required under any other provision of this Agreement)hereunder, and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; provided, however, that, notwithstanding anything in this Agreement to the contrary, the that Agent shall not be required fully justified in failing or refusing to take any action which exposes the Agent to personal any liability or which is contrary to this Agreement or any Agreement, the other Loan Document Documents or Applicable Lawapplicable law, unless Agent is indemnified to its satisfaction by the other Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. Not in limitation If Agent seeks the consent or approval of the foregoingMajority Lenders (or a greater or lesser number of Lenders as required in this Agreement), the with respect to any action hereunder, Agent shall not exercise send notice thereof to each Lender and shall notify each Lender at any right time that the Majority Lenders (or remedy it such greater or the Lenders may lesser number of Lenders) have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the instructed Agent to exercise such right act or remedyrefrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative agent on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein (including the use of the term “Agent”) shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party Obligor or any other Affiliate of the BorrowerBorrower or any Obligor, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy. The Borrower may rely on written amendments or waivers executed by Agent or acts taken by Agent as being authorized by the Lenders or the Requisite Lenders, as applicable, to the extent Agent does not advise Borrower that it has not obtained such authorization from the Lenders or the Requisite Lenders, as applicable. With the exception of the foregoing sentence and Section 11.8, the provisions of this Article XI are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of such provisions.

Authorization and Action. Each Lender hereby Bank appoints and authorizes Bank One to act as the Administrative Agent hereunder, and each Bank irrevocably authorizes the Administrative Agent (for so long as the Administrative Agent remains in such capacity under this Agreement) to take such action act as the contractual representative of such Bank with only the rights and duties expressly set forth herein. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article VIII. Notwithstanding the use of the defined term "Administrative Agent," it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Bank by reason of this Agreement and that the Administrative Agent is merely acting as the representative of the Banks with only those duties as are expressly set forth in this Agreement. In its capacity as the Banks' contractual representative, the Administrative Agent (i) does not assume any fiduciary duties to any of the Banks, (ii) is a "representative" of the Banks within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement. Each Bank agrees to assert no claim against the Administrative Agent on such Lender’s behalf any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Bank waives. The Administrative Agent shall have and to may exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental theretohereto. Not in limitation of The Administrative Agent shall have no implied duties to the foregoingBanks, each Lender authorizes and directs or any obligation to the Agent Banks to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees thattake any action hereunder, except as otherwise set forth herein, any action specifically provided by this Agreement to be taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan DocumentAdministrative Agent. As to any matters not expressly provided for by the Loan Documents this Agreement (including, without limitation, enforcement or collection of any of the ObligationsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Majority Banks, and such instructions shall be binding upon all Lenders Banks and all holders of any of the ObligationsNotes; provided, however, that, notwithstanding anything in this Agreement to that the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Bank prompt notice of each notice given to it by any Borrower pursuant to the terms of this Agreement. The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other Loan Document instrument, document or Applicable Lawagreement executed in connection herewith by or through employees, agents, and attorney-in-fact and shall not be answerable to the Banks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Not in limitation of Without limiting the foregoing, the Administrative Agent may appoint any Affiliate as its agent for all matters relating to Advances made in Alternative Currencies. Each such agent shall not exercise be entitled to all of the rights and benefits granted to the Administrative Agent hereunder, and each Bank shall treat any right or remedy notice given by any such agent as if it or had been given directly by the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyAdministrative Agent.

Authorization and Action. Each Lender Bank hereby irrevocably appoints and authorizes (a) JPMorgan Chase Bank, N.A. to act as its Paying Agent and Collateral Agent hereunder and under each of the other Loan Papers, (b) JPMorgan Chase Bank, N.A. and Citibank, N.A. to act as Co-Administrative Agents hereunder and under each of the other Loan Papers, (c) Barclays Bank PLC to act as Syndication Agent hereunder and (d) Bank of America, N.A., BNP Paribas, Xxxxxxx Xxxxx Bank USA, Xxxxxx Xxxxxxx Senior Funding, Inc., U.S. Bank National Association and Xxxxx Fargo Bank, N.A. to act as Documentation Agents hereunder. JPMorgan Chase Bank, N.A. consents to such appointment as Paying Agent and agrees to perform the duties of the Paying Agent hereunder and under the other Loan Papers. Each of JPMorgan Chase Bank, N.A. and Citibank, N.A. consents to its appointment as a Co-Administrative Agent, Barclays Bank PLC consents to its appointment as Syndication Agent and each of Bank of America, N.A., BNP Paribas, Xxxxxxx Xxxxx Bank USA, Xxxxxx Xxxxxxx Senior Funding, Inc., U.S. Bank National Association and Xxxxx Fargo Bank, N.A. consents to its appointment as Documentation Agent. Each Bank authorizes and directs the Paying Agent to take such action as contractual representative act on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the or required of such Agent by the terms hereof and thereofhereto, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement or the other Loan Documents Papers (including, without limitation, enforcement or collection of any of the ObligationsLoans or Notes), the Paying Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Majority Banks, and such instructions shall be binding upon all Lenders Banks and all holders of any of the ObligationsLoans or Notes; provided, however, that, notwithstanding anything in this Agreement to the contrary, the that no Agent shall not be required to take any action which exposes the such Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoingforegoing or anything else set forth in this Agreement, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor or to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy.

Authorization and Action. (a) Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable) and as an Issuing Bank (if applicable)) hereby appoints and authorizes the Administrative Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the ObligationsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Required Lenders, and such instructions shall be binding upon all Lenders Lender Parties and all holders of any of the ObligationsNotes; provided, however, that, notwithstanding anything in this Agreement to however that the contrary, the Administrative Agent shall not be required to take any action which that exposes the Administrative Agent to personal liability or which that is contrary to this Agreement or applicable law. The Administrative Agent agrees (i) to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement, and (ii) to provide to each Lender Party promptly upon the Administrative Agent’s receipt copies of the notices, financial information, documentation and other written materials provided to it pursuant to the terms of Section 5.03 of this Agreement. Notwithstanding anything to the contrary in any Loan Document, no Person identified as a syndication agent, documentation agent, senior manager, lead arranger or book running manager, in such Person’s capacity as such, shall have any obligations or duties to any Loan Party, the Administrative Agent or any other Lender Party under any of such Loan Documents. The obligations of Administrative Agent hereunder are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Administrative Agent as a trustee for any Lender Party or to create an agency or fiduciary relationship. Administrative Agent shall act as the contractual representative of the Lender Parties hereunder and notwithstanding the use of the term ‘Administrative Agent’, it is understood and agreed that the Administrative Agent shall not have any fiduciary duties or responsibilities to any Lender Party by reason of this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoingand is acting as an independent contractor, the Agent shall not exercise any right or remedy it or rights and duties of which are limited to those expressly set forth in this Agreement and the Lenders may have under any other Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyDocuments.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent Issuing Bank to take such action as contractual representative on such Lender’s behalf issue Letters of Credit pursuant to this Agreement and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent Issuing Bank by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent Issuing Bank a trustee or fiduciary for any Lender nor to impose on the Agent Issuing Bank duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent Issuing Bank shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Required Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent Issuing Bank shall not be required to take any action which that exposes the Agent Issuing Bank to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable LawDocument. Not in limitation of the foregoing, the Agent Issuing Bank shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Required Lenders have so directed the Agent, and the Agent shall have so directed the Issuing Bank, to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein (including the use of the term “Agent”) shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party Obligor or any other Affiliate of the BorrowerBorrower or any Obligor, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy. The Borrower may rely on written amendments or waivers executed by Agent or acts taken by Agent as being authorized by the Lenders or the Requisite Lenders, as applicable, to the extent Agent does not advise Borrower that it has not obtained such authorization from the Lenders or the Requisite Lenders, as applicable.

Authorization and Action. Each Lender hereby appoints and irrevocably authorizes the Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and or thereof, together with such powers as are reasonably incidental thereto. Not in Without limitation of the foregoing, each Lender hereby expressly authorizes and directs the Agent to enter into execute, deliver and perform its obligations hereunder and under each of the Loan Documents for the benefit of the Lendersto which Agent is a party, and to exercise hereunder or thereunder all rights, powers and remedies that Agent may have hereunder or thereunder. Each Lender hereby agrees that, except as otherwise set forth herein, that any action taken by the Requisite Lenders Agent in accordance with the provisions of this Agreement or the Loan Security Documents, and the exercise by the Requisite Lenders Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall will be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for hereunder or by the Loan Security Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall will not be required to exercise any discretion or take any action, but shall will be required to act or to refrain from acting (and shall will be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Lenders, and such instructions shall will be binding upon all Lenders Lenders. The duties of Agent will be mechanical and all holders administrative in nature and Agent will have no fiduciary relationship in respect of any Lender. If Agent requests instructions from any Lender with respect to any act or failure to act in connection with this Agreement, the Credit Facilities or any of the Obligations; providedSecurity Documents, however, that, notwithstanding anything in this Agreement Agent will be entitled to the contrary, the refrain from such act or taking such action unless and until Agent shall has received instructions and Agent will have no liability to any Person or Lender by reason of so refraining. Agent will not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or Agreement, any other Loan Security Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyapplicable law.

Authorization and Action. Each Lender hereby appoints and authorizes each of the Loan Agent and the Collateral Agent to take such action as contractual representative administrative agent and collateral agent, respectively, on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated by such Lender to the it as Loan Agent or Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation , and each of the foregoing, each Lender authorizes and directs the Loan Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with Collateral Agent hereby accepts such other powers as are reasonably incidental thereto, shall be authorized authorization and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Documentappointment. As to any matters not expressly provided for by this Agreement and the other Loan Documents or provided for with specific reference to this Section 7.1 (including, without limitation, enforcement or collection of any of the ObligationsNote), neither the Loan Agent nor the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingaction) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; provided, however, that, notwithstanding anything in this Agreement to that neither the contrary, Loan Agent nor the Collateral Agent shall not be required to take any action which exposes either the Loan Agent or the Collateral Agent to personal liability or which is contrary to this Agreement or Agreement, any other Loan Document or Applicable Lawapplicable law. Not in limitation As to any provisions of this Agreement under which action may be taken or approval given by the Requisite Lenders, the action taken or approval given by the Requisite Lenders, shall be binding upon all Lenders to the same extent and with the same effect as if each Lender had joined therein. Each of the foregoingLoan Agent and the Collateral Agent shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, in respect of legal matters, upon the opinion of counsel selected by the Loan Agent or the Collateral Agent. Each of the Loan Agent and the Collateral Agent may deem and treat the payee of the Notes as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Loan Agent. Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note. The Lenders agree and acknowledge that the Collateral Agent, in addition to being appointed by and acting on behalf of the Lenders hereto, is also (as of the date hereof) being appointed by and acting on behalf of the lenders party to the Other Loan Agreement. Therefore, the Collateral Agent shall not exercise any right or remedy it or is an agent of and is acting for and on behalf of all of the Lenders may have under any party hereto and, in addition, all of the lenders party to the Other Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyAgreement.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor or to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby irrevocably appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be deemed to have been authorized and shall be binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor or to impose on the Agent duties or obligations other than those expressly provided for herein. At Without limiting the request generality of the foregoing, the use of the terms “Agent”, “agent” and similar terms in the Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Agent shall deliver to each Lender, promptly upon receipt thereof by the Agent will forward to such Lender Agent, copies or, where appropriate, originals of each of the financial statements, certificates, notices and other documents delivered to the Agent pursuant to this Agreement or the other Loan DocumentsArticle VIII. The Agent will also furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Agent by the Borrower, the Parent, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless if the Requisite Lenders have so directed the Agent not to exercise such do so. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or remedyrefraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, 77 notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby irrevocably appoints U.S. Bank as Agent, and authorizes Agent to act as its agent under the Agent Loan Documents and to take such action as contractual representative actions on such Lender’s 's behalf and to exercise such powers and perform such duties under this Agreement and the other Loan Documents as are specifically expressly delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto. Agent shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be authorized and binding upon all of the Lendersread into any Loan Document or otherwise exist against Agent. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered Notwithstanding anything to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lendercontrary contained herein, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Lawapplicable law. Not Neither Agent nor any Lender shall be responsible to any other Lender for any recitals, statements, representations or warranties made by Borrower contained in limitation any Loan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Loan Document or the foregoing, the Collateral or for any failure by Borrower to perform its respective obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not exercise be responsible to any right Lender for the negligence or remedy misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of its directors, officers, employees or agents shall be responsible to any Lender for any action taken or omitted to be taken by it or the Lenders may have them under any Loan Document upon or in connection therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, Agent shall take such action with respect to the occurrence Loan Documents as shall be directed by the Majority Lenders. Notwithstanding the foregoing, Agent shall have the right, after consultation with Borrower, which consultation shall not be unreasonably withheld or delayed, to change the terms, structure, pricing and/or any amount of any of the Credits, including the right to reallocate the relative principal loan amounts among any of the Term Loans and the Line of Credit, and/or to establish additional Term Loan tranches in the event a Default or an Event syndication of Default the Credits has not been successfully completed; provided however, that agent shall not have the right to change the aggregate amount of the Credits unless Agent determines in its sole discretion that such change is necessary to ensure a successful syndicate of the Requisite Lenders have so directed the Agent to exercise such right or remedyCredits.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall also act as “collateral agent” under the Loan Documents, and each of the Lenders hereby appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral, if any, granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof), if any, granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article XII and Article XIII (as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender nor or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms “Administrative Agent”, “agent” and similar terms in the Loan Documents 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, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. At the request of a Lender, the Administrative Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Administrative Agent pursuant to this Agreement or the other Loan Documents. The Administrative Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Administrative Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrowerthereof, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent shall not may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Administrative Agent to exercise such otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or remedyrefraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative agent on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs The relationship between the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized that of principal and binding upon all of the Lenders. Nothing agent only and nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party Subsidiary or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints the Agent as its Agent under, and irrevocably authorizes the Agent (subject to Section 9.11) to take such action as contractual representative on such Lender’s its behalf and to exercise such powers under this any Financing Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in Without limitation of the foregoing, each Lender expressly authorizes and directs the Agent to enter into the Loan Documents for the benefit execute, deliver, and perform its obligations under each of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Financing Agreements to which the Requisite Lenders in accordance with the provisions of this Agreement or the Loan DocumentsAgent is a party, and the to exercise by the Requisite Lenders of the powers set forth herein or thereinall rights, together with such other powers as are reasonably incidental theretopowers, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem remedies that the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Documentmay have thereunder. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations)this Agreement, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act act, or to refrain from acting (and shall be fully protected in so acting or refraining from acting) ), upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Required Lenders, and such instructions shall be binding upon all the Lenders and all holders of any of the ObligationsNote; provided, provided however, that, notwithstanding anything in this Agreement to the contrary, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by Borrower pursuant to the terms of any other Loan Document or Applicable LawFinancing Agreement. Not in limitation Without limiting the right of the foregoingAgent (and designated Persons) to conduct inspections at any reasonable time in accordance with Section 10.7, it is expected that the Agent shall conduct examinations of the collateral, including a review of the Company’s books and records and will perform these periodic inspections no less frequently than annually. However, these periodic collateral inspections shall not exercise any right be conducted unless they are requested in a writing signed by the Required Lenders or remedy it deemed appropriate by the Agent, so long as the then most recent Compliance Certificate shows (a) Borrower’s Leverage Ratio (with EBITDA calculated based on the then prior four fiscal quarters of Borrower) is less than 3.00 to 1.0 and (b) the Borrowing Base Limit is greater than or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent equal to exercise such right or remedy$50,000,000.

Authorization and Action. (a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement or the other Loan Documents (including, without limitation, enforcement or collection of any of the Obligations)Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, whether at the direction of the Required Lenders or otherwise but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsRequired Lenders; provided, however, that, notwithstanding anything in this Agreement to that the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement Agreement, the other Loan Documents or applicable Law. Concurrently herewith, each Lender directs the Administrative Agent and the Administrative Agent is authorized to enter into the Loan Documents and any other related agreements in the forms presented to the Administrative Agent. The provisions of this Section 10 are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any other Loan Document or Applicable LawParty shall have any rights as a third party beneficiary of any such provisions. Not Each Lender agrees that in limitation any instance in which this Agreement provides that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the foregoingAdministrative Agent’s reasonable discretion, or provide to a similar effect, such Lender shall not in its instructions (or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. It is expressly agreed and acknowledged that the Administrative Agent is not guaranteeing performance of, or assuming any liability, for the obligations of the other parties hereto or any parties to any Collateral. The Administrative Agent shall not exercise have liability for any right failure, inability or remedy it unwillingness on the part of any Loan Party to provide accurate and complete information on a timely basis to the Administrative Agent, or otherwise on the Lenders may part of any such party to comply with the terms of this Agreement, and shall have under no liability for any inaccuracy or error in the performance or observance on the Administrative Agent’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof. For purposes of clarity, phrases such as “satisfactory to the Administrative Agent,” “approved by the Administrative Agent,” “acceptable to the Administrative Agent,” “as determined by the Administrative Agent,” “in the Administrative Agent’s discretion,” “selected by the Administrative Agent,” “elected by the Administrative Agent,” “requested by the Administrative Agent,” if any, and phrases of similar import (including, without limitation, any allocations to be determined by the Administrative Agent pursuant to any Loan Document upon or any actions required of the occurrence of a Default Administrative Agent in connection with the collection, adjustment or settlement under an Event of Default unless insurance policy pursuant to any Loan Document) that authorize and permit the Requisite Administrative Agent to approve, disapprove, determine, act or decline to act in its discretion shall be subject to the Administrative Agent’s receiving written direction from the Required Lenders have so directed the Agent to take such action or to exercise such right or remedyrights.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents Holdco Guaranty Agreement as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents this Agreement (including, without limitation, enforcement or collection of any of the ObligationsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Required Lenders (or all such other number or percentage of the Lenders if explicitly required as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under any other provision of this Agreementthe circumstances as provided herein), and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsNotes; provided, however, that, notwithstanding anything in this Agreement to that the contrary, the Administrative Agent shall not be required to take any action which that exposes the Administrative Agent to personal liability or which that is contrary to this Agreement, the Holdco Guaranty Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any other Loan Document Borrower as required by the terms of this Agreement or Applicable Law. Not in limitation of at the foregoingrequest such Borrower, the and any notice provided pursuant to Section 5.01(c)(iv), but otherwise no Agent shall not exercise have any right duty to disclose, and shall not be liable for the failure to disclose, any information relating to Xxxxx Xxxxx or remedy it its Subsidiaries or Affiliates that is communicated to or obtained by the Lenders may Person serving as an Agent or any of its Affiliates in any capacity. Notwithstanding any provision to the contrary contained elsewhere herein, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Lender, Issuing Bank or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Loan Document upon the occurrence applicable law. Instead, such term is used merely as a matter of a Default market custom, and is intended to create or reflect only an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyadministrative relationship between independent contracting parties.

Authorization and Action. Each Lender that is an Existing Lender is deemed to have appointed Xxxxx Fargo Bank, N.A., as the administrative agent and the issuing lender under the Existing Credit Agreement; provided, however, Xxxxx Fargo Bank, N.A. does not assume and shall not be obligated to pay, perform or discharge any claim, debt, obligation, expense or liability of MUFG Union Bank, N.A., if any, of any kind, whether known or unknown, absolute or contingent, under the Loan Documents (as defined in the Existing Credit Agreement) or otherwise, arising out of any act or omission occurring on or before the date hereof under the Loan Documents (as defined in the Existing Credit Agreement). The Borrower, the Existing Lenders, Xxxxx Fargo Bank, N.A. and MUFG Union Bank, N.A. agree that Section 8.06 of the Existing Credit Agreement shall apply to MUFG Union Bank, N.A.'s resignation pursuant to the Assignment; provided that, such parties hereby waive the 30 days prior written notice required thereunder as to such resignation. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereofof the other Loan Documents, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the this Agreement or any other Loan Documents Document (including, without limitation, enforcement or collection of any of the ObligationsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Required Lenders, and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsNotes; provided, however, that, notwithstanding anything in this Agreement to that the contrary, the Administrative Agent shall not be required to take any action which that exposes the Administrative Agent to personal liability or which that is contrary to this Agreement or Agreement, any other Loan Document Document, or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyapplicable law.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Credit Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. Not in limitation of the foregoing, each Lender confirms and agrees that the Agent has no fiduciary obligations to such Lender under this Agreement, any other Credit Document or otherwise. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Credit Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Credit Document not already required to be delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Credit Document. As to any matters not expressly provided for by the Loan Credit Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Credit Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Credit Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent (and, upon designation thereof by the Administrative Agent, each Servicing Agent) to take such action as contractual representative agent on such Lender’s its behalf (including execution of the other Loan Documents) and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent (or such Servicing Agent) by the terms hereof and thereofof the Loan Documents, together with such powers as are reasonably incidental thereto. Not in limitation of The Administrative Agent hereby appoints and authorizes the foregoing, each Lender authorizes and directs the Collateral Agent to enter into take such action as agent on its behalf with respect to the Loan Documents for Mortgages (including execution of any Mortgages) and to exercise such powers under this Agreement as are delegated to the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken Collateral Agent by the Requisite Lenders in accordance with the provisions terms of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto. Except for the Borrowers’ rights to approve a successor Administrative Agent as provided in Section 9.07, shall be authorized and binding upon all the provisions of this Article IX are solely for the benefit of the LendersAdministrative Agent, the Collateral Agent and the Lenders (except to the extent that the provisions of Section 9.07 benefit the Borrowers and/or the Borrower Representative) and the Borrowers shall not have any rights as a third-party beneficiary or otherwise under any of the other provisions hereof. Nothing herein The Administrative Agent and the Collateral Agent shall be construed to deem the Agent a trustee or fiduciary for not have any Lender nor to impose on the Agent duties or obligations other than except those expressly provided for herein. At set forth in the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Without limiting the generality of the foregoing, (a) neither the Administrative Agent will also furnish nor the Collateral Agent shall be subject to any Lenderfiduciary or other implied duties, upon regardless of whether a Default has occurred and is continuing, (b) neither the request of such LenderAdministrative Agent nor the Collateral Agent shall have any duty to take any discretionary action or exercise any discretionary powers, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not except discretionary rights and powers expressly provided for contemplated by the Loan Documents that the Administrative Agent (including, without limitation, enforcement or collection of any of the Obligations), Collateral Agent as directed by the Agent shall not be Administrative Agent) is required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon writing including as directed by the instructions of the Requisite Majority Lenders (or all such other number or percentage of the Lenders if explicitly required as shall be necessary under any other provision of the circumstances as provided in this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of ; provided that neither the Obligations; provided, however, that, notwithstanding anything in this Agreement to Administrative Agent nor the contrary, the Collateral Agent shall not be required to take any action which exposes that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to personal liability or which that is contrary to this Agreement or any other Loan Document or Applicable Law. Not applicable law, including for the avoidance of doubt any action that may be in limitation violation of the foregoingautomatic stay under the Bankruptcy Code or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of the Bankruptcy Code, and (c) except as expressly set forth in the Loan Documents, neither the Administrative Agent nor the Collateral Agent shall have any duty to disclose, and shall not exercise be liable for the failure to disclose, any right information relating to any Relevant Party, or remedy it any of their respective Subsidiaries that is communicated to or obtained by the Administrative Agent or the Lenders may have under Collateral Agent or any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.its Affiliates in any capacity. 173

Authorization and Action. Each Lender Purchaser hereby designates and appoints (i) JPMorgan Chase to act as Agent hereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchase Group to act as its Managing Agent hereunder and under each other Transaction Document, and authorizes the Agent and such Purchaser’s Managing Agent, as the case may be, to take such action actions as contractual representative agent on such Lender’s its behalf and to exercise such powers under as are delegated to the Agent or such Managing Agent by the terms of this Agreement and the other Loan Transaction Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs Neither the Agent to enter into nor the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees thatManaging Agents shall have any duties or responsibilities, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers those expressly set forth herein or thereinin any other Transaction Document, together or any fiduciary relationship with such other powers as are reasonably incidental theretoany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent or the Managing Agents shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to read into this Agreement or any other Loan Transaction Document not already delivered to such Lender pursuant to or otherwise exist for the terms of this Agreement Agent or any such the Managing Agents. In performing their functions and duties hereunder and under the other Loan Document. As to any matters not expressly provided for by the Loan Documents Transaction Documents, (including, without limitation, enforcement or collection of any of the Obligations), i) the Agent shall not be required to exercise act solely as agent for the Purchasers, (ii) each Managing Agent shall act solely as managing agent for the Conduit and Financial Institutions in its Purchase Group, and (iii) neither the Agent nor any discretion or take any action, but Managing Agent shall be required deemed to act have assumed any obligation or to refrain from acting (and shall be fully protected in so acting relationship of trust or refraining from acting) upon the instructions of the Requisite Lenders (agency with or all of the Lenders if explicitly required under for any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of Seller Party or any of the Obligations; providedsuch Seller Party’s successors or assigns, however, that, notwithstanding anything in this Agreement to the contrary, except as expressly provided herein. Neither the Agent nor any Managing Agent shall not be required to take any action which that exposes the Agent or such Managing Agent to personal liability or which that is contrary to this Agreement or Agreement, any other Loan Transaction Document or Applicable Lawapplicable law. Not in limitation The appointment and authority of the foregoing, Agent and the Agent Managing Agents hereunder shall not exercise any right or remedy it or the Lenders may have under any Loan Document terminate upon the occurrence indefeasible payment in full of a Default or an Event of Default unless the Requisite Lenders have so directed all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to exercise execute each of the Uniform Commercial Code financing statements on behalf of such right or remedyPurchaser (the terms of which shall be binding on such Purchaser).

Authorization and Action. Each Lender (and each subsequent holder of any Revolving Credit Notes by its acceptance thereof) hereby irrevocably appoints and authorizes IDB, in its capacity as the Agent, (i) to receive on behalf of each Lender any payment of principal of or interest on the Revolving Credit Notes outstanding hereunder and all other amounts accrued hereunder paid to the Agent, and, subject to Section 2.05 of this Agreement and the other provisions of this Agreement, to distribute promptly to each Lender its Pro Rata Share of all payments so received, (ii) to distribute to each Lender, if so determined by the Agent, copies of all material notices and agreements received by the Agent and not required to be delivered to each Lender pursuant to the terms of this Agreement, and (iii) subject to Section 12.03 of this Agreement, to take such action as contractual representative the Agent deems appropriate on such Lender’s its behalf to administer the Revolving Credit Loans, Letters of Credit and the Loan Documents and to exercise such other powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof or the Loan Documents (including, without limitation, the power to give or to refuse to give notices, waivers, consents, approvals and thereofinstructions and the power to make or to refuse to make determinations and calculations), together with such powers as are reasonably incidental thereto. Not in limitation of thereto to carry out the foregoing, each Lender authorizes purposes hereof and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Documentthereof. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of any of the ObligationsRevolving Credit Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Required Lenders, and such instructions of the Required Lenders shall be binding upon all Lenders and all holders of any of the ObligationsRevolving Credit Notes; provided, however, that, notwithstanding anything in this Agreement that the L/C Issuer shall not be required to the contrary, refuse to honor a drawing under any Letter of Credit and the Agent shall not be required to take any action which which, in the reasonable opinion of the Agent, exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyapplicable law.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents Lender Agreements as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement and the Loan Documents other Lender Agreements (including, without limitation, enforcement or collection of any of the ObligationsNotes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Required Lenders, and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; provided, however, that, notwithstanding anything in this Agreement to the contrary, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any the other Loan Document Lender Agreements or Applicable Lawapplicable law. Not in limitation Subject to the foregoing provisions and to the other provisions of the foregoingthis Article 13, the Agent shall not shall, on behalf of the Lenders: (a) execute any documents on behalf of the Lenders providing collateral for or guarantees of the Lender Obligations; (b) hold and apply any collateral for the Lender Obligations, and the proceeds thereof, at any time received by it, in accordance with the provisions of this Agreement and the other Lender Agreements; (c) exercise any right and all rights, powers and remedies of the Lenders under this Agreement or remedy it any of the other Lender Agreements, including the giving of any consent or waiver or the entering into of any amendment, subject to the provisions of Section 11.1; (d) at the direction of the Lenders, execute, deliver and file UCC financing statements, mortgages, deeds of trust, lease assignments and such other agreements in respect of any collateral for the Lender Obligations, and possess instruments included in the collateral on behalf of the Lenders; and (e) in the event of acceleration of the Borrower's Indebtedness hereunder, act at the direction of the Required Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedythe rights of the Lenders hereunder and under the other Lender Agreements.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Required Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, Borrower pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Required Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which that exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable LawDocument. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Required Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. (a) Each Lender and each Issuing Bank (including, in each case, in its capacity as a holder of any Specified Swap Agreement Obligations and/or Specified Cash Management Obligations) hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such action actions as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof under such agreements and thereof, together with to exercise such powers as are reasonably incidental thereto. Not In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and each Issuing Bank (including, in limitation each case, in its capacity as a holder of any Specified Swap Agreement Obligations and/or Specified Cash Management Obligations) hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank (including, in each case, in its capacity as a holder of any Specified Swap Agreement Obligations and/or Specified Cash Management Obligations) hereby authorizes the Administrative Agent to execute and directs deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents. Each Lender and each Issuing Bank (including, in each case, in its capacity as a holder of any Specified Swap Agreement Obligations and/or Specified Cash Management Obligations) hereby authorizes the Administrative Agent to enter into any subordination agreement or intercreditor agreement or arrangement permitted under this Agreement, and any amendment, modification, supplement or joinder with respect thereto, and each Lender and each Issuing Bank hereby acknowledges that any such intercreditor agreement (or amendment, modification, supplement or joinder) is binding upon such Lender and each Issuing Bank, as applicable. Each Lender and each Issuing Bank (including, in each case, in its capacity as a holder of any Specified Swap Agreement Obligations and/or Specified Cash Management Obligations) agrees that (a) no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon or enforce the security granted by, or to exercise rights or remedies under, any Collateral Document or any Guarantee provided under any Loan Documents Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Secured Parties upon the Requisite Lenders in accordance with the provisions terms of this Agreement or the Loan Documents, and (b) in the exercise event that any Collateral is now or hereafter pledged by or otherwise subject to a Lien granted by any Person as collateral security for the Requisite Lenders Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the powers set forth herein Secured Parties any documents necessary or therein, together with appropriate to grant and perfect a Lien on such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Collateral in favor of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals behalf of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any LenderSecured Parties, upon the request of such Lender, a copy including each holder of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Specified Swap Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection Obligations and each holder of any of the Specified Cash Management Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s its behalf and to exercise such powers under this Agreement Agreement, and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken acknowledges that Agent shall not have by the Requisite Lenders in accordance with the provisions reason of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders assumed a fiduciary relationship in respect of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender. In performing its functions and duties under this Agreement, upon the request Agent shall act solely as agent of such LenderLenders and shall not assume, a copy of any certificate or notice furnished be deemed to the Agent by the Borrowerhave assumed, any Loan Party obligation toward, or any other Affiliate relationship of the Borroweragency or trust with or for, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan DocumentBorrowers. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of any of the Obligations)Notes, the Agent may, but shall not be required to to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (Majority Lenders, whenever such instruction shall be requested by Agent or all required hereunder, or a greater or lesser number of the Lenders if explicitly so required under any other provision of this Agreement)hereunder, and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; provided, however, that, notwithstanding anything in this Agreement to the contrary, the provided that Agent shall not be required fully justified in failing or refusing to take any action which exposes the Agent to personal any liability or which is contrary to this Agreement or any the other Loan Document Documents or Applicable Lawapplicable law, unless Agent is indemnified to its satisfaction by Lenders against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. Not If Agent seeks the consent or approval of Majority Lenders (or a greater or lesser number of Lenders as required in limitation of the foregoingthis Agreement), the with respect to any action hereunder, Agent shall not exercise send notice thereof to each Lender and shall notify each Lender at any right time that Majority Lenders (or remedy it such greater or the Lenders may lesser number of Lenders) have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the instructed Agent to exercise such right act or remedyrefrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Required Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, Borrower pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Required Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which that exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable LawDocument. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Required Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints and authorizes each of the Loan Agent and the Collateral Agent to take such action as contractual representative administrative agent and collateral agent, respectively, on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated by such Lender to the it as Loan Agent or Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation , and each of the foregoing, each Lender authorizes and directs the Loan Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with Collateral Agent hereby accepts such other powers as are reasonably incidental thereto, shall be authorized authorization and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Documentappointment. As to any matters not expressly provided for by this Agreement and the other Loan Documents or provided for with specific reference to this Section 7.1 (including, without limitation, enforcement or collection of any of the ObligationsNote), neither the Loan Agent nor the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingaction) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; provided, however, that, notwithstanding anything in this Agreement to that neither the contrary, Loan Agent nor the Collateral Agent shall not be required to take any action which exposes either the Loan Agent or the Collateral Agent to personal liability or which is contrary to this Agreement or Agreement, any other Loan Document or Applicable Lawapplicable law. Not in limitation As to any provisions of this Agreement under which action may be taken or approval given by the Requisite Lenders, the action taken or approval given by the Requisite Lenders, shall be binding upon all Lenders to the same extent and with the same effect as if each Lender had joined therein. Each of the foregoing, Loan Agent and the Collateral Agent shall not exercise be entitled to rely upon any right note, notice, consent, certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or remedy other document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons and, in respect of legal matters, upon the opinion of counsel selected by the Loan Agent or the Lenders Collateral Agent. Each of the Loan Agent and the Collateral Agent may deem and treat the payee of the Notes as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have under been filed with the Loan Agent. Any request, authority or consent of any Loan Document upon Person who at the occurrence time of a Default making such request or an Event giving such authority or consent is the holder of Default unless the Requisite Lenders have so directed the Agent to exercise any Note shall be conclusive and binding on any subsequent holder, transferee or assignee of such right or remedyNote.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein (including the use of the term "Agent") shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party Obligor or any other Affiliate of the BorrowerBorrower or any Obligor, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor or to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the any Borrower, any other Loan Party or any other Affiliate of the any Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints and ------------------------ authorizes the Agent to take such action as contractual representative on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents Lender Agreements as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement and the Loan Documents other Lender Agreements (including, without limitation, enforcement or collection of any of the ObligationsNotes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; provided, however, that, notwithstanding anything in this Agreement to the contrary, that the Agent shall not be -------- ------- required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any the other Loan Document Lender Agreements or Applicable Lawapplicable law. Not in limitation Subject to the foregoing provisions and to the other provisions of the foregoingthis Section X, the Agent shall not shall, on behalf of the Lenders: (a) execute any documents on behalf of the Lenders providing collateral for or guarantees of the Obligations; (b) hold and apply any collateral for the Obligations, and the proceeds thereof, at any time received by it, in accordance with the provisions of this Agreement and the other Lender Agreements; (c) exercise any right and all rights, powers and remedies of the Lenders under this Agreement or remedy it any of the other Lender Agreements, including the giving of any consent or waiver or the entering into of any amendment, subject to the provisions of Section 8.1; (d) at the direction of the Lenders, execute, deliver and file UCC financing statements, mortgages, deeds of trust, lease assignments and such other agreements in respect of any collateral for the Obligations, and possess instruments included in the collateral on behalf of the Lenders; and (e) in the event of acceleration of the Indebtedness of the Borrowers hereunder, act at the direction of the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedythe rights of the Lenders hereunder and under the other Lender Agreements.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor or to impose on the Agent duties or obligations other than those expressly provided for herein. 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 Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. The Agent shall not have any duties or obligations except those expressly set forth herein. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy. With the exception of Section 11.8 hereof, the provisions of this Article XI are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor or to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Parent, the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein (including the use of the term “Agent”) shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party Obligor or any other Affiliate of the BorrowerBorrower or any Obligor, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.. The Borrower may rely on written amendments or waivers executed by Agent or acts taken by Agent as being authorized by the Lenders or the Requisite Lenders, as applicable, to the extent Agent does not advise Borrower that it has not obtained such authorization from the Lenders or the Requisite Lenders, as applicable. With the exception of the foregoing sentence and Section 11.8, the provisions of this Article XI are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of such provisions. Section 11.2

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s its behalf and to exercise such powers under this Agreement Agreement, and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken acknowledges that Agent shall not have by the Requisite Lenders in accordance with the provisions reason of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders assumed a fiduciary relationship in respect of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender. In performing its functions and duties under this Agreement, upon the request Agent shall act solely as agent of such LenderLenders and shall not assume, a copy of any certificate or notice furnished be deemed to the Agent by the Borrowerhave assumed, any Loan Party obligation toward, or any other Affiliate relationship of the agency or trust with or for, Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of any of the Obligations)Notes, the Agent may, but shall not be required to to, exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (Required Lenders, whenever such instruction shall be requested by Agent or all required hereunder, or a greater or lesser number of the Lenders if explicitly so required under any other provision of this Agreement)hereunder, and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; provided, however, that, notwithstanding anything in this Agreement to the contrary, the that Agent shall not be required fully justified in failing or refusing to take any action which exposes the Agent to personal liability or which is contrary to under this Agreement or any the other Loan Document Documents, or Applicable Law. Not in limitation of the foregoingrelation hereto or thereto, the unless Agent shall not exercise first be indemnified (upon requesting such indemnification) to its satisfaction by Lenders against any right and all liability and expense which it may incur by reason of taking or remedy it continuing to take any such action. If Agent seeks the consent or the approval of Required Lenders may (or a greater or lesser number of Lenders as required in this Agreement), with respect to any action hereunder, Agent shall send notice thereof to each Lender and shall notify each Lender at any time that Required Lenders (or such greater or lesser number of Lenders) have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the instructed Agent to exercise such right act or remedyrefrain from acting pursuant hereto.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender By accepting the benefits of this Agreement, each Secured Party hereby designates and appoints DZ Bank to act as its agent hereunder and under each other Related Document, and authorizes the Agent to take such action actions as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof of this Agreement and thereof, the other Related Documents together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the The Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees thatshall not have any duties or responsibilities, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers those expressly set forth herein or thereinin any other Related Document, together or any fiduciary relationship with such other powers as are reasonably incidental theretoany Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to read into this Agreement or any other Loan Related Document not already delivered to such Lender pursuant to or otherwise exist for the terms of this Agreement or any such Agent. In performing its functions and duties hereunder and under the other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations)Related Documents, the Agent shall act solely as agent for the Secured Parties and does not be required to exercise any discretion or take any action, but assume nor shall be required deemed to act have assumed any obligation or to refrain from acting (and shall be fully protected in so acting relationship of trust or refraining from acting) upon the instructions of the Requisite Lenders (agency with or all of the Lenders if explicitly required under for any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the GWG Party. The Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or Agreement, any other Loan Related Document or Applicable Lawapplicable law. Not The appointment and authority of the Agent hereunder shall terminate on the Final Payout Date. Each Secured Party hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements, together with such other instruments or documents determined by the Agent to be necessary or desirable in limitation order to perfect, evidence or more fully protect the interest of the Secured Parties contemplated hereunder, on behalf of such Secured Party (the terms of which shall be binding on such Secured Party). The Borrower may in any event act in accordance with the instructions of the Agent without further inquiry into the authority of the Agent to give such instructions. Without limiting the generality of the foregoing, the Agent shall is authorized (but not exercise required) to act on behalf of the Secured Parties in connection with providing such instructions, approvals, waivers or consents as may from time to time be required hereunder or under the other Related Documents to permit or authorize or direct the Borrower to take or refrain from taking any right or remedy it or action under the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed Related Documents; provided that the Agent may at any time, in its sole discretion, elect to exercise refrain from providing any such right instructions, approvals, waivers or remedyconsents until such time as it shall have received the consent thereto of the Majority Lenders.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the BorrowerBorrowers, any Loan Party or any other Affiliate of the BorrowerBorrowers, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.. Section 11.2

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender nor or to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. At Without limiting the generality of the foregoing, the use of the terms “Administrative Agent”, “Agent”, “agent” and similar terms in the Loan Documents 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, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as otherwise specifically provided in this Agreement, at the request of a Lender, the Administrative Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Administrative Agent pursuant to this Agreement or the other Loan Documents. The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by the Administrative Agent, one original of each Note made payable to the order of such Lender and copies of each of the financial statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article IX; provided such delivered documents shall not be deemed to include any documents obtained by the Administrative Agent from the internet pursuant to Sections 9.1, 9.2 or 9.4.(b). The Administrative Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Administrative Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Administrative Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Administrative Agent to exercise such otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or remedyrefraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable) and an Issuing Bank (if applicable)) hereby appoints and authorizes the Joint Lead Arrangers and the Administrative Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are specifically delegated to the Joint Lead Arrangers and the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the ObligationsNotes), neither the Administrative Agent nor the Joint Lead Arrangers shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Required Lenders, and such instructions shall be binding upon all Lenders Lender Parties and all holders of any of the ObligationsNotes; provided, however, that, notwithstanding anything in this Agreement to that neither the contrary, Administrative Agent nor the Agent Joint Lead Arrangers shall not be required to take any action which that exposes the Administrative Agent nor the Joint Lead Arrangers to personal liability or which that is contrary to this Agreement or any other Loan Document or Applicable Lawapplicable law. Not The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Except as may otherwise be agreed in limitation writing, each of the foregoingLenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Borrower or any authorized signatories of the Borrower on behalf of any Lender, or to confirm the Agent shall not exercise completeness or accuracy of any right information it obtains from the Borrower or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyauthorized signatory in doing so.

Authorization and Action. (a) Each Unaffiliated Committed Lender and each Committed Lender in any Conduit Group hereby appoints designates the Person designated herein as Co-Agent for such Unaffiliated Committed Lender or Conduit Group, as applicable, as agent for such Person hereunder and authorizes the Agent such Person to take such action actions as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Co-Agent for such Person by the terms hereof and thereof, of this Agreement together with such powers as are reasonably incidental thereto. Not in limitation of Each Secured Party hereby irrevocably designates and appoints Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch as Administrative Agent hereunder and under the foregoingTransaction Documents to which the Administrative Agent is a party, and each Lender and each Co-Agent that becomes a party to this Agreement hereafter ratifies such designation and appointment and authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any take such action taken by the Requisite Lenders in accordance with on its behalf under the provisions of this Agreement or the Loan Documents, Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the exercise Administrative Agent by the Requisite Lenders terms of the powers set forth herein or thereinTransaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Agents or the Letter of Credit Issuer shall have any duties or responsibilities, except those expressly set forth in the Transaction Documents to which it is a party, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Agent shall be read into any Transaction Document or otherwise exist against such Agent. In addition, the Administrative Agent is hereby authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a by each Lender, the Letter of Credit Issuer and each Co-Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered consent to any amendments or restatements to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request Certificate of such Lender, a copy Incorporation of any certificate or notice furnished Borrower to the Agent extent such amendments or restatements are not prohibited by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the ObligationsSection 7.1(i)(xxix), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender Purchaser hereby designates and appoints Coöperatieve Rabobank U.A., New York Branch to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such action actions as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof of this Agreement and thereof, the other Transaction Documents together with such powers as are reasonably incidental thereto. Not in limitation Each Purchaser hereby consents to the terms of the foregoing, each Lender authorizes Fee Letter and directs and authorizes the Agent to enter into the Loan Documents for Fee Letter on its behalf. The LC Bank hereby designates and appoints Coöperatieve Rabobank U.A., New York Branch to act as its agent hereunder and under each other Transaction Document in respect of protecting and maintaining the benefit of security interest granted under Section 14.14(a), and authorizes the Lenders. Each Lender hereby agrees that, except Agent to take such actions as otherwise set forth herein, any action taken agent on its behalf and to exercise such powers as are delegated to the Agent by the Requisite Lenders in accordance with the provisions terms of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, other Transaction Documents together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to shall not have any Lenderduties or responsibilities, upon except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser or the request LC Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to shall be read into this Agreement or any other Loan Transaction Document not already delivered to such Lender pursuant to or otherwise exist for the terms of this Agreement or any such Agent. In performing its functions and duties hereunder and under the other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations)Transaction Documents, the Agent shall act solely as agent for the Purchasers and the LC Bank to the extent set forth herein, and does not be required to exercise any discretion or take any action, but assume nor shall be required deemed to act have assumed any obligation or to refrain from acting (and shall be fully protected in so acting relationship of trust or refraining from acting) upon the instructions of the Requisite Lenders (agency with or all of the Lenders if explicitly required under for any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of Seller Party or any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the such Seller Party’s successors or assigns. The Agent shall not be required to take any action which that exposes the Agent to personal liability or which that is contrary to this Agreement or Agreement, any other Loan Transaction Document or Applicable Law. Not in limitation The appointment and authority of the foregoing, the Agent hereunder shall not exercise any right or remedy it or the Lenders may have under any Loan Document terminate upon the occurrence date on which the Commitments have terminated, no Letters of a Default or an Event of Default unless the Requisite Lenders Credit are outstanding and all Aggregate Unpaids have so directed been indefeasibly paid in full. The LC Bank and each Purchaser hereby authorizes the Agent to exercise file such right Uniform Commercial Code financing statements against the Seller Parties as it may deem necessary or remedydesirable in its sole discretion.

Authorization and Action. (a) Each Lender Investor hereby appoints and authorizes the Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Transaction Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation In furtherance, and without limiting the generality, of the foregoing, each Lender authorizes and directs Investor hereby appoints the Agent as its agent to enter into execute and deliver all further instruments and documents, and take all further action that the Loan Documents for Agent may deem necessary or appropriate or that any Investor may reasonably request in order to perfect, protect or more fully evidence the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken interests transferred or to be transferred from time to time by the Requisite Lenders in accordance with the provisions Transferor hereunder, or to enable any of this Agreement them to exercise or the Loan Documentsenforce any of their respective rights hereunder, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement the execution by the Agent as secured party/assignee of such financing or collection of continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Obligations)Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. The Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Agent hereunder, the Agent shall not be required to exercise any discretion or take any actionsuch incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions direction of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsMajority Investors; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose the Agent to personal liability hereunder or otherwise. Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, the Agent shall take no action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the Majority Investors (which is contrary consent shall not be unreasonably withheld or delayed). The Agent shall not, without the prior written consent of all Bank Investors, agree to (i) amend, modify or waive any provision of this Agreement in any way which would (A) reduce or impair Collections or the payment of Discount or fees payable hereunder to the Investors or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee (other than as permitted pursuant to Section 6.2(b)), (C) modify any provisions of this Agreement or the Receivables Purchase Agreement or the Parent Agreement relating to the timing of payments required to be made by the Transferor, any other Loan Document Originating Entity, FME KGaA or Applicable Law. Not in limitation FMCH or the application of the foregoingproceeds of such payments, (D) permit the appointment of any Person (other than the Agent) as successor Collection Agent, (E) release any property from the lien provided by this Agreement (other than as expressly contemplated herein) or (F) extend or permit the extension of the Commitment Termination Date without the consent of each Bank Investor. The Agent shall not, without the prior written consent of each Administrative Agent, agree to amend, modify or waive any provision of this Agreement, the Transferring Affiliate Letter, the BMA Transfer Agreement, the Receivables Purchase Agreement or the Parent Agreement. The Agent shall not agree to any amendment of this Agreement which increases the dollar amount of any Investor’s Commitment without the prior consent of such Investor. In addition, the Agent shall not exercise agree to any right amendment of this Agreement not specifically described in the two preceding sentences without the consent of the Majority Investors (which consent shall not be unreasonably withheld or remedy it or delayed). In the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed event the Agent requests any Investor’s consent pursuant to exercise the foregoing provisions and the Agent does not receive a consent (either positive or negative) from such right or remedyInvestor within 10 Business Days of such Investor’s receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in determining whether the Agent shall have obtained sufficient consent hereunder.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as contractual representative Administrative Agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents Papers as are specifically delegated to the Administrative Agent by the terms hereof and thereofof the Loan Papers, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement and the other Loan Documents Papers (including, including without limitation, limitation enforcement or collection of any of the ObligationsNotes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Majority Lenders (or all of the Lenders Lenders, if explicitly required under any other provision of this AgreementSECTION 9.1), and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; providedPROVIDED, howeverHOWEVER, that, notwithstanding anything in this Agreement to the contrary, the that Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to any Loan Papers or applicable Law. Administrative Agent agrees to distribute promptly to each Lender copies of any notices, requests and other information received from Company pursuant to the terms of this Agreement, and to distribute to each applicable Lender in like funds all amounts delivered to Administrative Agent by Company for the Ratable or individual account of any Lender, with such funds to be distributed on the date of receipt by Administrative Agent provided such funds are received by the time prescribed in SECTION 2.12(A), or the immediately following Business Day if such funds are received after such time (any funds not so distributed by Administrative Agent shall bear interest payable by Administrative Agent at a rate per annum equal to the Federal Funds Rate to but not including the date of receipt by such Lender). Functions of Administrative Agent are administerial in nature and in no event shall Administrative Agent have a fiduciary or trustee relationship in respect of any Lender by reason of this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyPaper.

Authorization and Action. Each Lender hereby appoints and irrevocably authorizes the Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers and discretion under this Second Restated Credit Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and or thereof, together with such powers as are reasonably incidental thereto. Not in Without limitation of the foregoing, each Lender hereby expressly authorizes and directs the Agent to enter into execute, deliver and perform its obligations hereunder and under each of the Loan Documents for to which the benefit of Agent is a party, and to exercise hereunder or thereunder all rights, powers and remedies that the LendersAgent may have hereunder or thereunder. Each Lender hereby agrees that, except as otherwise set forth herein, that any action taken by the Requisite Lenders Agent in accordance with the provisions of this Second Restated Credit Agreement or the Loan Documents, and the exercise by the Requisite Lenders Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for hereunder or by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall will not be required to exercise any discretion or take any action, but shall will be required to act or to refrain from acting (and shall will be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Lenders, and such instructions shall will be binding upon all the Lenders. The duties of the Agent will be mechanical and administrative in nature and the Agent will have no fiduciary relationship in respect of any Lender. If the Agent shall request instructions from any Lenders and all holders of with respect to any act or failure to act in connection with this Second Restated Credit Agreement, the Credit Facilities or any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contraryLoan Documents, the Agent shall be entitled to refrain from such act or taking such action unless and until the Agent has received instructions and the Agent will have no liability to any Person or Lender by reason of so refraining. The Agent will not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or Second Restated Credit Agreement, any other Loan Security Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyapplicable law.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereofthereof (including entering into and performing under the Intercreditor Agreement), together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein (including the use of the term “Agent”) shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party Obligor or any other Affiliate of the BorrowerBorrower or any Obligor, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy. The Borrower may rely on written amendments or waivers executed by Agent or acts taken by Agent as being authorized by the Lenders or the Requisite Lenders, as applicable, to the extent Agent does not advise Borrower that it has not obtained such authorization from the Lenders or the Requisite Lenders, as applicable.

Authorization and Action. Each Lender Bank (including in its capacities as a Bank and a potential Hedge Bank, Cash Management Bank and/or Other Obligations Bank) hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Administrative Agent hereunder and authorizes the Administrative Agent to take such action as contractual representative actions on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such actions and powers as are reasonably incidental thereto. Not in limitation The provisions of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents this Article 9 are solely for the benefit of the Lenders. Each Lender hereby agrees thatAdministrative Agent and the Banks and, except with respect to Section 9.06, no Loan Party shall have rights as otherwise a third party beneficiary of any of such provisions. The Administrative Agent shall also act as the “collateral agent” under the Credit Documents, and each of the Banks (including in its capacities as a Bank and a potential Hedge Bank, Cash Management Bank and/or Other Obligations Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or in trust for) such Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article 9 as if set forth hereinin full herein with respect thereto. Without limiting the generality of the foregoing, the Banks hereby expressly authorize the Administrative Agent and the Collateral Agent to execute any action taken and all documents (including releases) with respect to the Collateral (including each Intercreditor Agreement and any amendment, supplement, modification or joinder with respect thereto) and the rights of the Secured Parties with respect thereto, as contemplated by the Requisite Lenders and in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized Collateral Documents and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or acknowledge and agree that any such other Loan Document. As to action by any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon bind the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyBanks.

Authorization and Action. Scotiabank and SSBI are hereby appointed Lead Arrangers hereunder. Scotiabank, SSBI, Xxxxxx, Commerzbank and SG are hereby appointed Arrangers hereunder. Scotiabank and Citibank are hereby appointed Debt Coordinators hereunder and under the other Loan Documents. Scotiabank is hereby appointed Administrative Agent hereunder and under the other Loan Documents. Each Lender Party hereby appoints and authorizes the each such Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are specifically delegated to the such Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement and the other Loan Documents (includingDocuments, without limitation, enforcement or collection of any of the Obligations), the each Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Required Lenders (or all in the case of the Lenders if explicitly required under any other provision Collateral Trustee, acting upon the instructions of this Agreementthe Debt Coordinators), and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLender Parties; provided, however, that, notwithstanding anything in this Agreement to the contrary, the that no Agent shall not be required to take any action which that exposes the such Agent to personal liability or which that is contrary to this Agreement or applicable law, and the Collateral Trustee shall be entitled to the benefits of the Collateral Trust Agreement. Each Agent agrees to give to each Lender Party prompt notice of each notice given to it by any Loan Party pursuant to the terms of this Agreement or any of the other Loan Document or Applicable LawDocuments; provided, however, that the Collateral Trustee shall only be obligated to provide notice to the Debt Coordinators, who, in turn, shall provide notice to the Lender Parties. Not in limitation As of the foregoingEffective Date, the Agent respective obligations of (i) Scotiabank, SSBI, Xxxxxx, Commerzbank and SG in their capacity as Arrangers shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyterminate and (ii) Scotiabank and SSBI in their capacity as Lead Arrangers shall terminate.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents Lender Agreements as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement and the Loan Documents other Lender Agreements (including, without limitation, enforcement or collection of any of the ObligationsRevolving Credit Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; provided, however, that, notwithstanding anything in this Agreement to the contrary, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any the other Loan Document Lender Agreements or Applicable Lawapplicable law. Not in limitation Subject to the foregoing provisions and to the other provisions of the foregoingthis Article 13, the Agent shall not shall, on behalf of the Lenders: (a) execute any documents on behalf of the Lenders providing collateral for or guarantees of the Lender Obligations; (b) hold and apply any collateral for the Lender Obligations, and the proceeds thereof, at any time received by it, in accordance with the provisions of this Agreement and the other Lender Agreements; (c) exercise any right and all rights, powers and remedies of the Lenders under this Agreement or remedy it any of the other Lender Agreements, including the giving of any consent or waiver or the entering into of any amendment, subject to the provisions of Section 11.1; (d) at the direction of the Lenders, execute, deliver and file UCC financing statements, mortgages, deeds of trust, lease assignments and such other agreements in respect of any collateral for the Lender Obligations, and possess instruments included in the collateral on behalf of the Lenders; and (e) in the event of acceleration of the Borrowers' Indebtedness hereunder, act at the direction of the Majority Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedythe rights of the Lenders hereunder and under the other Lender Agreements.

Authorization and Action. Each Lender Purchaser hereby designates and appoints Rabobank to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such action actions as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof of this Agreement and thereof, the other Transaction Documents together with such powers as are reasonably incidental thereto. Not The LC Bank hereby designates and appoints Rabobank to act as its agent hereunder and under each other Transaction Document in limitation respect of protecting and maintaining the foregoingsecurity interest granted under Section 14.14(a), each Lender and authorizes and directs the Agent to enter into take such actions as agent on its behalf and to exercise such powers as are delegated to the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken Agent by the Requisite Lenders in accordance with the provisions terms of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, other Transaction Documents together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to shall not have any Lenderduties or responsibilities, upon except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser or the request LC Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to shall be read into this Agreement or any other Loan Transaction Document not already delivered to such Lender pursuant to or otherwise exist for the terms of this Agreement or any such Agent. In performing its functions and duties hereunder and under the other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations)Transaction Documents, the Agent shall act solely as agent for the Purchasers and the LC Bank to the extent set forth herein, and does not be required to exercise any discretion or take any action, but assume nor shall be required deemed to act have assumed any obligation or to refrain from acting (and shall be fully protected in so acting relationship of trust or refraining from acting) upon the instructions of the Requisite Lenders (agency with or all of the Lenders if explicitly required under for any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of Seller Party or any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the such Seller Party’s successors or assigns. The Agent shall not be required to take any action which that exposes the Agent to personal liability or which that is contrary to this Agreement or Agreement, any other Loan Transaction Document or Applicable Lawapplicable law. Not in limitation The appointment and authority of the foregoing, the Agent hereunder shall not exercise any right or remedy it or the Lenders may have under any Loan Document terminate upon the occurrence date on which the Commitments have terminated, no Letters of a Default or an Event of Default unless the Requisite Lenders Credit are outstanding and all Aggregate Unpaids have so directed been indefeasibly paid in full. The LC Bank and each Purchaser hereby authorizes the Agent to exercise file such right Uniform Commercial Code financing statements against the Seller Parties as it may deem necessary or remedydesirable in its sole discretion.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Required Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor or to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party Party, or any other Affiliate of the Borrowerany Loan Party, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Required Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Required Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy.

Authorization and Action. (a) Each Lender and each L/C Issuer (in its capacity as such and on behalf of itself and its Affiliates as potential Lender Counterparties (if applicable)) hereby irrevocably appoints GS to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents, as applicable, for the benefit of the Secured Parties, and hereby irrevocably appoints GS to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents, as applicable, for the benefit of the Secured Parties, and each such Lender and each such L/C Issuer irrevocably authorizes the each Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers and discretion under this Agreement and the other Loan Credit Documents as are specifically delegated to the such Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Credit Documents (including, without limitation, enforcement or collection of any of the ObligationsNotes or Loans), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or or, if required hereby, all of the Lenders if explicitly required under any other provision of this AgreementLenders), and such instructions shall be binding upon all Lenders Lenders, all L/C Issuers, all Lender Counterparties and all holders of any of the ObligationsNotes; provided, however, that, notwithstanding anything in this Agreement to the contrary, the that no Agent shall not be required to take any action which that exposes the such Agent to personal liability or which that is contrary to this Agreement or applicable law. Without any other Loan Document or Applicable Law. Not in limitation further consent of the foregoingLenders, the L/C Issuers or any Lender Counterparty, the Administrative Agent and the Collateral Agent shall not exercise be authorized to negotiate, execute and deliver on behalf of the Secured Parties any right Intercreditor Agreement or remedy it any amendment (or amendment and restatement) to the Lenders may have under any Loan Document upon Collateral Documents that are, in each case, consistent with the occurrence terms of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedythis Agreement.

Authorization and Action. Each Lender Bank hereby appoints and authorizes the Agent to take such action as contractual representative in such capacity on such Lender’s Bank's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents this Agreement (including, without limitation, enforcement or collection of any the Notes or of amounts owing under the Obligationsother Loan Documents), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Majority Banks, and such instructions shall be binding upon all Lenders Banks and all any other holders of any of the ObligationsNotes; providedPROVIDED, howeverHOWEVER, that, notwithstanding anything in this Agreement to the contrary, that the Agent shall not be required to take any action which exposes the Agent it to personal liability or which is contrary to this Agreement the Loan Documents or any other Loan Document or Applicable Lawapplicable law. Not in limitation The Agent is hereby expressly authorized on behalf of the foregoingother members of the Bank Group, without hereby limiting any implied authority, (a) to receive on behalf of each of the Agent shall not exercise other members of the Bank Group any right payment of principal of or remedy it or interest on the Lenders may have under Loans outstanding hereunder, and all other amounts accrued hereunder paid to such Persons, and promptly to distribute to each other member of the Bank Group its proper share of all payments so received; (b) to give notice within a reasonable time on behalf of each other member of the Bank Group to the Borrower of any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed specified in this Agreement of which the Agent has actual knowledge as provided in SECTION 8.09; (c) to exercise distribute to the other members of the Bank Group copies of all notices, agreements and other material as provided for in this Agreement as received by such right Person; and (d) to distribute to the Borrower any and all requests, demands and approvals received by such Person from any other member of the Bank Group. Nothing herein contained shall be construed to constitute the Agent as a trustee for any holder of the Notes or remedyof a participation therein, nor to impose on the Agent any duties or obligations other than those expressly provided for in the Loan Documents.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor or to impose on the Agent duties or obligations other than those expressly provided for herein. 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 Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. The Agent shall not have any duties or obligations except those expressly set forth herein. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy. The Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Commitments as well as activities as Agent. The Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. With the exception of Section 11.8 hereof, the provisions of this Article XI are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor or to impose on the Agent duties or obligations other than those expressly provided for herein. At Without limiting the request generality of a Lenderthe foregoing, the use of the terms “Administrative Agent”, “Agent”, “agent” and similar terms in the Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Agent will promptly forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the any Borrower, any other Loan Party or any other Affiliate of the any Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent (and, upon designation thereof by the Administrative Agent, each Servicing Agent) to take such action as contractual representative agent on such Lender’s its behalf (including execution of the other Loan Documents) and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent (or such Servicing Agent) by the terms hereof and thereofof the Loan Documents, together with such powers as are reasonably incidental thereto. Not in limitation of The Administrative Agent hereby appoints and authorizes the foregoing, each Lender authorizes and directs the Collateral Agent to enter into take such action as agent on its behalf with respect to the Loan Documents for Mortgages (including execution of any Mortgages) and to exercise such powers under this Agreement as are delegated to the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken Collateral Agent by the Requisite Lenders in accordance with the provisions terms of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto. Except for the Borrowers’ rights to approve a successor Administrative Agent as provided in Section 9.07, shall be authorized and binding upon all the provisions of this Article IX are solely for the benefit of the LendersAdministrative Agent, the Collateral Agent and the Lenders (except to the extent that the provisions of Section 9.07 benefit the Borrowers and/or the Borrower Representative) and the Borrowers shall not have any rights as a third-party beneficiary or otherwise under any of the other provisions hereof. Nothing herein The Administrative Agent and the Collateral Agent shall be construed to deem the Agent a trustee or fiduciary for not have any Lender nor to impose on the Agent duties or obligations other than except those expressly provided for herein. At set forth in the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Without limiting the generality of the foregoing, (a) neither the Administrative Agent will also furnish nor the Collateral Agent shall be subject to any Lenderfiduciary or other implied duties, upon regardless of whether a Default has occurred and is continuing, (b) neither the request of such LenderAdministrative Agent nor the Collateral Agent shall have any duty to take any discretionary action or exercise any discretionary powers, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not except discretionary rights and powers expressly provided for contemplated by the Loan Documents that the Administrative Agent (including, without limitation, enforcement or collection of any of the Obligations), Collateral Agent as directed by the Agent shall not be Administrative Agent) is required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon writing including as directed by the instructions of the Requisite Majority Lenders (or all such other number or percentage of the Lenders if explicitly required as shall be necessary under any other provision of the circumstances as provided in this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of ; provided that neither the Obligations; provided, however, that, notwithstanding anything in this Agreement to Administrative Agent nor the contrary, the Collateral Agent shall not be required to take any action which exposes that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to personal liability or which that is contrary to this Agreement or any other Loan Document or Applicable Law. Not applicable law, including for the avoidance of doubt any action that may be in limitation violation of the foregoingautomatic stay under the Bankruptcy Code or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of the Bankruptcy Code, and (c) except as expressly set forth in the Loan Documents, neither the Administrative Agent nor the Collateral Agent shall have any duty to disclose, and shall not exercise be liable for the failure to disclose, any right information relating to any Relevant Party, or remedy it any of their respective Subsidiaries that is communicated to or obtained by the Administrative Agent or the Lenders may have under Collateral Agent or any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.its Affiliates in any capacity. ​ 173 ​

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders or the Requisite Revolving Loan Lenders, as applicable, in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders or the Requisite Revolving Loan Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein (including the use of the term "Agent") shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party Obligor or any other Affiliate of the BorrowerBorrower or any Obligor, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders or the Requisite Revolving Loan Lenders, as applicable, (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy. The Borrower may rely on written amendments or waivers executed by Agent or acts taken by Agent as being authorized by the Lenders or the Requisite Lenders, as applicable, to the extent Agent does not advise Borrower that it has not obtained such authorization from the Lenders or the Requisite Lenders, as applicable.

Authorization and Action. Each Lender of the holders and the Depositary hereby appoints and authorizes the Collateral Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Financing Documents as are specifically expressly delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not ; provided, however, that the Collateral Agent shall not take any action described in limitation clause (b) of the foregoing, each Lender authorizes and directs definition of “Enforcement” except at the Agent to enter into the Loan Documents for the benefit written direction of the LendersRequired Holders. Each Lender The Collateral Agent is hereby agrees thatauthorized and directed to execute and deliver all Financing Documents dated as of the date hereof to which the Collateral Agent is a party. The Collateral Agent will have no duties, except as otherwise responsibilities, obligations or liabilities other than those expressly set forth hereinin this Agreement and the Security Documents, any action taken by the Requisite Lenders in accordance with and no additional duties, responsibilities, obligations or liabilities will be inferred from the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein Security Documents or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose imposed on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan DocumentCollateral Agent. As to matters requiring the exercise of discretion or of a right, including the right to give any consent or make any demand under any Security Document or to determine under any Security Document whether any matter is acceptable or satisfactory to it, or as to matters not expressly provided for by this Agreement or the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations)other Security Documents, the Collateral Agent shall will not be required to exercise any discretion or right or take any action, but shall will be required to act or to refrain from acting (and shall will be fully protected in so acting or refraining from acting) and will only be required to act upon the written instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Required Holders, and such instructions shall will be binding upon all Lenders and all holders of any of the Obligations; providedSecured Parties, however, that, notwithstanding anything provided that the Collateral Agent will in this Agreement to the contrary, the Agent shall not no event be required to take any action which exposes the Collateral Agent to personal liability or liability, which is contrary to this Agreement Agreement, the Security Documents or law or with respect to which the Collateral Agent does not receive adequate instructions or full indemnification (subject to the provisions of Section 2.9). In determining whether the requisite holders have directed any other Loan Document action or Applicable Law. Not in limitation granted an approval requiring the direction or consent of the foregoingRequired Holders, the Collateral Agent may request and rely on written statements from each of the holders of the outstanding principal amount of its Notes. The Collateral Agent shall not exercise be required to take any right such action or remedy it or give any such approval prior to receiving such written statements. In any event, upon payment in full in cash of any Note, the Lenders holder thereof shall deliver written notice to the Collateral Agent that such Note has been paid in full in cash, and the Collateral Agent may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyrely thereon.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default Default, unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. (a)(a) Each Lender Class Investor hereby appoints and authorizes the related Class Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Transaction Documents as are specifically delegated to the such Class Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not The Class Conduits and/or the Bank Investors of any Class holding Commitments aggregating in limitation excess of 66 and 2/3% of the foregoing, each Lender authorizes and directs Facility Limit of the related Class (the “Majority Class Investors”) may direct their respective Class Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees thattake any such incidental action hereunder, except as otherwise set forth hereinhowever, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward respect to such Lender copies or, where appropriate, originals of the documents delivered actions which are incidental to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered actions specifically delegated to such Lender pursuant to the terms of this Agreement or any Class Agent hereunder, such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Class Agent shall not be required to exercise any discretion or take any actionsuch incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions direction of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsMajority Class Investors; provided, however, that, notwithstanding anything in this Agreement to the contrary, the that such Class Agent shall not be required to take any action which exposes hereunder if the Agent to personal liability taking of such action, in the reasonable determination of such Class Agent, shall be in violation of any applicable law, rule or which is regulation or contrary to any provision of this Agreement or any other Loan Document shall expose such Class Agent to liability hereunder or Applicable Lawotherwise. Not in limitation In furtherance, and without limiting the generality, of the foregoing, each Class Investor hereby appoints its related Class Agent as its agent to execute and deliver all further instruments and documents, and take all further action that such Class Agent may deem necessary or appropriate or that a Class Investor may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be transferred from time to time by the Transferor hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by such Class Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated herein above. Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, no Class Agent shall take any action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the related Majority Class Investors (which consent shall not exercise any right be unreasonably withheld or remedy it delayed). In the event a Class Agent requests a Class Investor’s consent pursuant to the foregoing provisions and such Class Agent does not receive a consent (either positive or the Lenders may negative) from such Class Investor within 10 Business Days of such Class Investor’s receipt of such request, then such Class Investor (and its percentage interest hereunder) shall be disregarded in determining whether such Class Agent shall have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyobtained sufficient consent hereunder.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative agent on such Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein (including the use of the term “Agent”) shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party Obligor or any other Affiliate of the BorrowerBorrower or any Obligor, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy. The Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Commitments as well as activities as Agent. The Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. The Borrower may rely on written amendments or waivers executed by Agent or acts taken by Agent as being authorized by the Lenders or the Requisite Lenders, as applicable, to the extent Agent does not advise Borrower that it has not obtained such authorization from the Lenders or the Requisite Lenders, as applicable. With the exception of the foregoing sentence and Section 11.8, the provisions of this Article XI are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have any rights as a third-party beneficiary of any of such provisions.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, Borrower pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.

Authorization and Action. (a) Each Lender hereby appoints Secured Party by its acceptance of the benefits of this Agreement shall be deemed to have appointed and authorizes authorized the Agent Security Trustee to take such action as contractual representative trustee on such Lender’s behalf of the Secured Parties and to exercise such powers and discretion under this Agreement 34 Agreement, the FAA Security Documents and the other Loan Related Documents as are specifically delegated to the Agent Security Trustee by the terms hereof of, and thereofto take instructions and directions from the Administrative Agent pursuant to, together with such powers as are reasonably incidental thereto. Not in limitation this Agreement, the FAA Security Documents and of the foregoingother Related Documents, and no implied duties and covenants shall be deemed to arise against the Security Trustee. For the avoidance of doubt, each Lender authorizes Secured Party by its acceptance of the benefits of this Agreement hereby requests and directs instructs the Agent Security Trustee to enter into all Assigned Lease-related documents and instruments which it is requested by any Grantor to enter into on this date and as may arise from time to time for the Loan Documents purpose of establishing and maintaining its security interest for itself and for the benefit of the Lenders. Each Lender other Secured Parties in respect of any Assigned Lease and each Grantor and Secured Party hereby agrees thatthat the Security Trustee shall be afforded the same rights, except as otherwise set forth hereinprotections, any action taken by the Requisite Lenders immunities and indemnities afforded to it hereunder, mutatis mutandis, in accordance connection with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents same (including, without limitation, enforcement any applicable Lease document or collection Lessee consent). (b) The Security Trustee accepts such appointment and agrees to perform the same but only upon the terms of this Agreement and the Indenture and agrees to receive and disburse all moneys received by it in accordance with the terms of this Agreement and the Indenture. The Security Trustee in its individual capacity shall not be answerable or accountable under any circumstances, except for its own willful misconduct or gross negligence (or simple negligence in the handling of funds) or breach of any of its representations and warranties set forth in this Agreement, and the Obligations), the Agent Security Trustee shall not be required to exercise liable for any discretion action or take inaction of any action, but shall be required to act Grantor or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of parties to any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable LawRelated Documents. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedy.Section 7.02

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s 's behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any other Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders (or all of the Lenders if explicitly required under any provision of this Agreement) have so directed the Agent to exercise such right or remedy.

Authorization and Action. Each Lender of the Purchasers hereby irrevocably appoints U.S. Bank National Association as Notes Agent pursuant to this Agreement and each Purchaser hereby authorizes the Notes Agent to take such action on its behalf, including execution of the Note Documents, as contractual representative on such Lender’s behalf applicable, and to exercise such powers under this Agreement and the other Loan Note Documents as are specifically delegated to the Notes Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Each Purchaser hereby acknowledges that Notes Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken shall not have by the Requisite Lenders in accordance with the provisions reason of this Agreement assumed a fiduciary relationship in respect of any Purchaser, regardless of whether an Event of Default has occurred or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the is continuing nor will Notes Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties have responsibilities or obligations other than those expressly provided for hereinassumed by Notes Agent in this Agreement and the other Security Documents to which Notes Agent is a signatory and no obligations or duties shall be implied against Notes Agent. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered Subject to the Collateral Agency and Intercreditor Agreement, Notes Agent pursuant shall have the authority to this Agreement (i) act as the collecting agent for Purchasers with respect to all payments and collections arising in connection with the Note Documents, (ii) execute and deliver as Notes Agent each Note Document, including any intercreditor or subordination agreements, and accept delivery of each Note Document from any Obligor or other Person and to perform all of its undertakings and obligations thereunder, (iii) approve the other Loan Documents. The Agent will also furnish forms of Vendor Trust Documents and (iv) take any action or otherwise exercise any rights or remedies with respect to any LenderCollateral under the Note Documents, upon the request Requirements of Law or otherwise. In performing its functions and duties under this Agreement, Notes Agent shall act solely as such Lenderagent of Purchasers, a copy of any certificate and shall not assume, or notice furnished be deemed to the Agent by the Borrowerhave assumed, any Loan Party obligation toward, or any other Affiliate relationship of the Borroweragency or trust with or for, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan DocumentObligors. As to any matters not expressly provided for by the Loan Documents (includingNotes Agent may, without limitation, enforcement or collection of any of the Obligations), the Agent but shall not be required to to, exercise any discretion or take any action, but shall be required to act or to refrain from acting action hereunder unless and until it is adequately directed hereunder (and shall be fully protected in so acting or refraining from acting) upon by the instructions Majority Purchasers (accompanied by indemnity satisfactory to the Notes Agent, and subject to the Notes Agent’s rights hereunder (as applicable) and indemnification set forth in Section 11.3), only whenever such instruction shall be requested by Notes Agent, or required hereunder following the acceleration of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Obligations, and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsPurchasers; provided, however, that, notwithstanding anything in this Agreement to the contrary, the that Notes Agent shall not be required fully justified in failing or refusing to take any action which exposes the Agent it to personal any liability or which is contrary this Agreement, the other Note Documents or applicable Law, unless Notes Agent is indemnified to its satisfaction by the other Purchasers against any and all liability and expense which it may incur by reason of taking or continuing to take any such action. If Notes Agent in its discretion seeks the consent or approval of the Majority Purchasers with respect to any action hereunder, Notes Agent shall send notice thereof to each Purchaser and shall notify each Purchaser at any time that the Majority Purchasers (or such greater or lesser number of Purchasers) have instructed Notes Agent to act or refrain from acting pursuant hereto. For the avoidance of doubt, prior to the acceleration of the Obligations, the Majority Purchasers have no right to require Notes Agent to act or refrain from acting and any such right following an Event of Default and acceleration shall be subject to the Notes Agent’s rights hereunder. The permissive authorizations, entitlements, powers and rights (including the right to request that the Issuer take an action or deliver a document and the exercise of remedies following an Event of Default) granted to the Notes Agent herein shall not be construed as duties. Nothing herein or in any Security Documents or related documents shall obligate the Notes Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. If any indemnity in favor of the Notes Agent shall be or become, in the Notes Agent’s reasonable determination, inadequate, the Notes Agent may call for additional indemnification and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Notes Agent shall not be liable for failing to comply with its obligations under this Agreement or any related document in so far as the performance of such obligations is dependent upon the timely receipt of instructions and/or other Loan Document information from any other Person which are not received or Applicable Lawnot received by the time required. Not The Notes Agent may accept and reasonably rely on all accounting, records and work of any Person without audit, and the Notes Agent shall have no liability for the acts or omissions of any Person. If any error, inaccuracy or omission (collectively, “Errors”) exist in limitation of any information received, and such Errors should cause or materially contribute to the foregoingNotes Agent making or continuing any Error (collectively, “Continued Errors”), the Notes Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise no liability for such right or remedyContinued Errors.

Authorization and Action. Each Lender Bank hereby appoints and authorizes the Agent Bank to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents Notes as are specifically delegated to the it as Agent Bank by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with Agent Bank hereby accepts such other powers as are reasonably incidental thereto, shall be authorized authorization and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Documentappointment. As to any matters not expressly provided for by this Agreement and the Loan Documents Notes or provided for with specific reference to this Section 11.1. (including, without limitation, enforcement or collection of any of the ObligationsNotes), the Agent Bank shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingaction) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), Majority Banks and such instructions shall be binding upon all Lenders Banks and all holders of any of the ObligationsNotes; provided, however, that, notwithstanding anything in this Agreement to the contrary, that the Agent Bank shall not be required to take any action which exposes the Agent Bank to personal liability or which is contrary to this Agreement or the Notes or applicable law. As to any provisions of this Agreement under which action may be taken or approval given by the Majority Banks, and except for the provisions contained herein relating to the increase in the Commitments as such increase relates to a given Bank, the action taken or approval given by the Majority Banks shall be binding upon all Banks to the same extent and with the same effect as if each Bank had joined therein. The Agent Bank shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, facsimile transmission, statement, order or other Loan Document document believed by it to be genuine and correct and to have been signed or Applicable Lawsent by the proper person or persons and, in respect of legal -48- 54 matters, upon the opinion of counsel selected by the Agent Bank. Not in limitation The Agent Bank may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the foregoing, assignment or transfer thereof shall have been filed with the Agent Bank. Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of any Note shall not exercise be conclusive and binding on any right subsequent holder, transferee or remedy it assignee of such Note or the Lenders may have under of any Loan Document upon the occurrence of a Default note or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedynotes issued in exchange therefor.

Authorization and Action. Each Lender Bank hereby appoints and authorizes the Administrative Agent to take such action as contractual representative on such LenderBank’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender Bank authorizes and directs the Administrative Agent to enter into the Loan Documents for the benefit of the LendersBanks. Each Lender Bank hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders Administrative Agent in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders Administrative Agent of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersBanks. Nothing herein (including the use of the term “Administrative Agent”) shall be construed to deem the Administrative Agent a trustee or fiduciary for any Lender Bank nor to impose on the Administrative Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the ObligationsLoan), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders Required Banks (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders Banks and all holders of any of the ObligationsLoan; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action which that exposes the Administrative Agent to personal liability or which that is contrary to this Agreement or any other Loan Document or Applicable LawLaws. Not in limitation of Borrower may rely on written amendments or waivers executed by Administrative Agent or acts taken by Administrative Agent as being authorized by the foregoingBanks, as applicable, to the extent Administrative Agent shall does not exercise any right or remedy advise Borrower that it or has not obtained such authorization from the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyBanks.

Authorization and Action. (a) Each Lender hereby appoints Citi as the Administrative Agent hereunder and each Lender authorizes the Administrative Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof under such agreements and thereof, together with to exercise such powers as are reasonably incidental thereto. Not in limitation of Without limiting the foregoing, each Lender hereby authorizes and directs the Administrative Agent to enter into execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents and, in the case of the Collateral Documents, to act as agent for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with other Secured Parties under such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Collateral Documents. The Agent will also furnish to any LenderCOLLECTIVE BRANDS FINANCE, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan DocumentINC. (b) As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, including enforcement or collection of any of the Obligationscollection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Lenders, and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; provided, however, that, notwithstanding anything in this Agreement to that the contrary, the Administrative Agent shall not be required to take any action which that (i) the Administrative Agent in good faith believes exposes the Agent it to personal liability unless the Administrative Agent receives an indemnification reasonably satisfactory to it from the Lenders with respect to such action or which (ii) is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by any Loan Party pursuant to the terms of this Agreement or the other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyDocuments.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, shall have no duties or responsibilities except as otherwise those expressly set forth herein, any action taken in this Agreement. The duties of Agent shall be mechanical and administrative in nature; Agent shall not have by the Requisite Lenders in accordance with the provisions reason of this Agreement or the Loan Documents, a fiduciary relationship in respect of any Lender; and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to nothing in this Agreement or the other Loan Documents. The , expressed or implied, is intended to or shall be so construed as to impose upon Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms obligations in respect of this Agreement or any such the other Loan DocumentDocuments except as expressly set forth herein. As to any matters not expressly provided for by the Loan Documents (includingthis Agreement, without limitation, including enforcement or collection of any the Loans and Indebtedness owed in respect of the Obligations)Letters of Credit, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from actingrefraining) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Majority Lenders, and such instructions shall be binding upon all Lenders and all any holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Note provided that Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to the Loan Documents or applicable law and provided, further, that without the consent of Majority Lenders, Agent shall not amend this Agreement or waive Borrower's compliance with any other Loan Document or Applicable Law. Not in limitation provision of this Agreement and provided, further, that without the foregoingconsent of all Lenders, the Agent shall not exercise release any right cash collateral received under Section 8.2 except in accordance with the terms of such Section and shall not change or remedy it modify the Total Commitment (other than reductions made pursuant to Section 2.4 hereof), any Lender's Commitment (other than reductions made pursuant to Section 2.4 hereof), the definition of "Majority Lenders", the timing or rates of interest payments, the timing or amount of fees, the timing, amounts or forgiveness of principal payments due in respect of Loans, or the terms of Section 3.2(a) with respect to the expiration date of Letters of Credit and provided, further, that the terms of Section 2.6, Section 2.13(c) hereof, this Article 9 and Article 10 shall not be amended without the prior written consent of Agent (acting for its own account). In the absence of instructions from the Majority Lenders, Agent shall have authority (but no obligation), in its sole discretion, to take or not to take any action, unless this Agreement specifically requires the consent of Lenders or the consent of the Majority Lenders and any such action or failure to act shall be binding on all Lenders and on all holders of the Notes. Each Lender and each holder of any Note shall execute and deliver such additional instruments as may have under any Loan Document upon the occurrence of a Default be necessary or an Event of Default unless the Requisite Lenders have so directed the desirable to enable Agent to exercise such right or remedyits powers hereunder.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of any of the ObligationsNotes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Required Lenders (or all including, without limitation, (a) the application of payments in any manner other than as set forth in Section 2.10 hereof and (b) if any prepayment of a LIBOR Advance in the manner and at the times provided in this Agreement would result in any such prepayment occurring prior to the last day of the Lenders if explicitly required under any Interest Period for such Advance, directing Borrower to make (or not prohibiting Borrower from making) such prepayment on a day other provision than the last day of this Agreementthe Interest Period therefor), and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; providedPROVIDED, howeverHOWEVER, that, notwithstanding anything in this Agreement to the contrary, the that Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any the other Loan Document Documents or Applicable Lawapplicable law. Not in limitation Agent agrees to give each Lender prompt notice of each notice given to it by Borrower pursuant to Article 2 or Section 6.5 hereof (other than notices relating solely to the foregoingRevolving Credit Loan). Except for the foregoing notices, the and such other specific notices or reports received by Agent from Borrower as any Lender may reasonably request, Agent shall not exercise have no duty or responsibility to provide to any right Lender any credit or remedy it other information concerning the business, operations, assets, property, financial and other condition, prospects or creditworthiness of Borrower which may come into the Lenders may have under possession of Agent or any Loan Document upon the occurrence of a Default its officers, directors, employees, agents, attorneys-in-fact or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyaffiliates.

Authorization and Action. (a) Each Lender (in its capacity as such) hereby irrevocably appoints AD to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents, as applicable, for the benefit of the Secured Parties, and hereby irrevocably appoints AD to act on its behalf as the Collateral Agent hereunder and under the other Credit Documents, as applicable, for the benefit of the Secured Parties, and each such Lender irrevocably authorizes the each Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers and discretion under this Agreement and the other Loan Credit Documents as are specifically delegated to the such Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Credit Documents (including, without limitation, enforcement or collection of any of the ObligationsNotes or Loans), the no Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or or, if required hereby, all of the Lenders if explicitly required under any other provision of this AgreementLenders), and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsNotes; provided, however, that, notwithstanding anything in this Agreement to the contrary, the provided that no Agent shall not be required to take any action which exposes that, in its opinion or the opinion of its counsel, may expose such Agent to personal liability or which that is contrary to this Agreement or any other Loan Credit Document or Applicable Law. Not applicable law, including for the avoidance of doubt, any action that may be in limitation violation of the foregoingautomatic stay or similar provision under any Debtor Relief Law; provided, the further, that if any Agent so requests, it shall not exercise any right or remedy it or first be indemnified and provided with adequate security to its sole satisfaction (including reasonable advances as may be requested by such Agent) by the Lenders against any and all liability and expense that may have under be incurred by it by reason of taking or continuing to take any Loan Document upon the occurrence of a Default such directed action; provided, further, that such Agent may seek clarification or an Event of Default unless further direction from the Requisite Lenders have so prior to taking any such directed the Agent to exercise action and may refrain from acting until such right clarification or remedy.further direction has been provided. 120

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents Lender Agreements as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by this Agreement and the Loan Documents other Lender Agreements (including, without limitation, enforcement or collection of any of the ObligationsRevolving Credit Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsLenders; provided, however, that, notwithstanding anything in this Agreement to the contrary, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any the other Loan Document Lender Agreements or Applicable Lawapplicable law. Not in limitation Subject to the foregoing provisions and to the other provisions of the foregoingthis Article 13, the Agent shall not shall, on behalf of the Lenders: (a) execute any documents on behalf of the Lenders providing collateral for or guarantees of the Lender Obligations; (b) hold and apply any collateral for the Lender Obligations, and the proceeds thereof, at any time received by it, in accordance with the provisions of this Agreement and the other Lender Agreements; (c) exercise any right and all rights, powers and remedies of the Lenders under this Agreement or remedy it any of the other Lender Agreements, including the giving of any consent or waiver or the entering into of any amendment, subject to the provisions of Section 11.1; (d) at the direction of the Lenders, execute, deliver and file UCC financing statements, mortgages, deeds of trust, lease assignments and such other agreements in respect of any collateral for the Lender Obligations, and possess instruments included in the collateral on behalf of the Lenders; and (e) in the event of acceleration of the Borrower's Indebtedness hereunder, act at the direction of the Majority Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedythe rights of the Lenders hereunder and under the other Lender Agreements.

Authorization and Action. Each Lender hereby appoints and authorizes the Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent by the terms hereof and thereof, respectively, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the a Loan Documents Document (including, without limitation, including enforcement or collection of any of the ObligationsNotes), the Agent shall not be required to exercise any discretion or take any action, but shall be -41- 119 required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders Lender (or all in the event there are multiple Lenders upon the instruction of the Lenders if explicitly required under any other provision of this Agreement), Majority Lenders) and such instructions shall be binding upon all Lenders Lender and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation Agent agrees to give to Lender prompt notice of each notice given to it by Obligee pursuant to the terms of this Agreement. Agent may, with the prior consent of Lender (or if there are multiple Lenders, the Majority Lenders) agree to any waiver or amendment of the foregoingOperative Documents on behalf of Lender; provided, however, if there are multiple Lenders Agent will not, without the Agent shall not exercise prior consent of all Lenders agree to any right waiver or remedy it amendment that would (i) postpone the time or times for payment of any amount payable under the Equipment Agreement or the Lenders may have principal of or interest on any Loan, (ii) reduce any amount payable under the Equipment Agreement or the principal amount of any Loan Document upon or reduce the occurrence rate of interest on any Loan, or (iii) prior to the payment in full of the Secured Obligations, release any of the Collateral from the Lien created by the Loan Documents, other than in accordance with the terms thereof. Each of Agent and Security Trustee shall pursue its remedies under the Loan Documents following a Default or an Loan Event of Default unless in accordance with the Requisite instructions of Lender (or in the event there are multiple Lenders have so directed the Agent to exercise such right or remedyMajority Lenders).

Authorization and Action. Each Lender (and each ------------------------ subsequent holder of any Note by its acceptance thereof) hereby irrevocably appoints and authorizes CIT, in its capacity as the Administrative Agent, and BACC, in its capacity as Collateral Agent, to perform the duties of each such Agent as set forth in this Agreement including: (i) to receive on behalf of each Lender any payment of principal of or interest on the Notes outstanding hereunder and all other amounts accrued hereunder paid to the Administrative Agent, and, subject to Section 2.05 of this Agreement and the other provisions of this Agreement, to distribute promptly to each Lender its Pro Rata Share of all payments so received, (ii) to distribute to each Lender copies of all material notices and agreements received by the Agents and not required to be delivered to each Lender pursuant to the terms of this Agreement, provided that the Agents shall not have any liability to the Lenders for the Agents' inadvertent failure to distribute any such notice or agreements to the Lenders, and (iii) subject to Section 12.03 of this Agreement, to take such action as contractual representative the Agents deem appropriate on such Lender’s its behalf to administer the Loans, Letters of Credit and the Loan Documents and to exercise such other powers under this Agreement and the other Loan Documents as are specifically delegated to the Agent Agents by the terms hereof or the Loan Documents (including, without limitation, the power to give or to refuse to give notices, waivers, consents, approvals and thereofinstructions and the power to make or to refuse to make determinations and calculations), together with such powers as are reasonably incidental thereto. Not in limitation of thereto to carry out the foregoing, each Lender authorizes purposes hereof and directs the Agent to enter into the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Documentthereof. As to any matters not expressly provided for by this Agreement and the other Loan Documents (including, without limitation, enforcement or collection of any of the ObligationsNotes), the Agent Agents shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement)Required Lenders, and such instructions of the Required Lenders shall be binding upon all Lenders and all holders of any of the ObligationsNotes; provided, however, that, notwithstanding anything in this Agreement that the L/C Issuer shall not be required -------- ------- to refuse to honor a drawing under any Letter of Credit and the contrary, the Agent Agents shall not be required to take any action which which, in the reasonable opinion of the Agents, exposes the Agent Agents to personal liability or which is contrary to this Agreement or any other Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent shall not exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right or remedyapplicable law.

Authorization and Action. (a) Each Lender Investor hereby appoints and authorizes the Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Transaction Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation In furtherance, and without limiting the generality, of the foregoing, each Lender authorizes and directs Investor hereby appoints the Agent as its agent to enter into execute and deliver all further instruments and documents, and take all further action that the Loan Documents for Agent may deem necessary or appropriate or that any Investor may reasonably request in order to perfect, protect or more fully evidence the benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken interests transferred or to be transferred from time to time by the Requisite Lenders in accordance with the provisions Transferor hereunder, or to enable any of this Agreement them to exercise or the Loan Documentsenforce any of their respective rights hereunder, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement the execution by the Agent as secured party/assignee of such financing or collection of continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Obligations)Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. The Majority Investors may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions ​ 119 ​ specifically delegated to the Agent hereunder, the Agent shall not be required to exercise any discretion or take any actionsuch incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions direction of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the ObligationsMajority Investors; provided, however, that, notwithstanding anything in this Agreement to the contraryhowever , the Agent shall not be required to take any action which exposes hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose the Agent to personal liability hereunder or otherwise. Upon the occurrence and during the continuance of any Termination Event or Potential Termination Event, the Agent shall take no action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the Majority Investors (which is contrary consent shall not be unreasonably withheld or delayed). The Agent shall not, without the prior written consent of all Bank Investors, agree to (i) amend, modify or waive any provision of this Agreement in any way which would (A) reduce or impair Collections or the payment of Discount or fees payable hereunder to the Investors or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee (other than as permitted pursuant to Section 6.2(b)), (C) modify any provisions of this Agreement or the Receivables Purchase Agreement or the Parent Agreement relating to the timing of payments required to be made by the Transferor, any other Loan Document Originating Entity, FME KGaA or Applicable Law. Not in limitation FMCH or the application of the foregoingproceeds of such payments, (D) permit the appointment of any Person (other than the Agent) as a successor Collection Agent, (E) release any property from the lien provided by this Agreement (other than as expressly contemplated herein) or (F) extend or permit the extension of the Commitment Termination Date without the consent of each Bank Investor. The Agent shall not, without the prior written consent of each Administrative Agent, agree to amend, modify or waive any provision of this Agreement, the Transferring Affiliate Letter, the Receivables Purchase Agreement or the Parent Agreement. The Agent shall not agree to any amendment of this Agreement which increases the dollar amount of any Investor’s Commitment without the prior consent of such Investor. In addition, the Agent shall not exercise agree to any right amendment of this Agreement not specifically described in the two preceding sentences without the consent of the Majority Investors (which consent shall not be unreasonably withheld or remedy it or delayed). In the Lenders may have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have so directed event the Agent requests any Investor’s consent pursuant to exercise the foregoing provisions and the Agent does not receive a consent (either positive or negative) from such right or remedyInvestor within 10 Business Days of such Investor’s receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in determining whether the Agent shall have obtained sufficient consent hereunder.

Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as contractual representative agent on such Lender’s its behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Not in limitation Effective as of the foregoingAmendment No. 1 Effective Date, each Lender authorizes the Borrower hereby appoints Deutsche Bank Trust Company Americas, acting through its office at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the registrar and directs the Agent to enter into the Loan Documents for the benefit paying agent in respect of the Lenders. Each Lender hereby agrees thatLoans (together with any successor or successors as such registrar and paying agent qualified and appointed in accordance with this Article IX, except as otherwise the “Paying Agent”), upon the terms and subject to the conditions set forth herein, any action taken by and Deutsche Bank Trust Company Americas hereby accepts such appointment. The Paying Agent shall have the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documentspowers and authority granted to and conferred upon it herein, and the exercise by the Requisite Lenders such further powers and authority to act on behalf of the powers set forth herein or therein, together with such other powers Borrower as are reasonably incidental thereto, the Borrower and the Paying Agent may hereafter mutually agree in writing. Neither the Administrative Agent nor the Paying Agent shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for have any Lender nor to impose on the Agent duties or obligations other than those expressly set forth in the Transaction Documents, and no implied obligations or liabilities shall be read into any Transaction Document, or otherwise exist, against the Administrative Agent or the Paying Agent. The Administrative Agent and the Paying Agent do not assume, nor shall either of them be deemed to have assumed, any obligation to, or [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Tesla, Inc. relationship of trust or agency with, Tesla, Inc., TFL, LML or any Tesla Party, the Conduit Lenders, the Committed Lenders or the Group Agents, except for any obligations expressly set forth herein; provided that all funds held by the Paying Agent for payment of principal of or interest (and any additional amounts) on the Loans shall be held in trust by the Paying Agent, and applied as set forth herein. At the request Notwithstanding any provision of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to Transaction Document, in no event shall the terms of this Agreement Administrative Agent or any such other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of the Obligations), the Paying Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not ever be required to take any action which exposes the Administrative Agent or the Paying Agent, respectively, to personal liability or which is contrary to any provision of any Transaction Document or applicable law. Upon receiving a notice, report, statement, document or other communication from the Borrower or the Servicer pursuant to Section 2.01(d)(i), Section 2.01(d)(iii), Section 2.08, Section 6.03(a), Section 6.03(c) or Section 7.02(c), the Administrative Agent shall promptly deliver to each Group Agent a copy of such notice, report, statement, document or communication. The Administrative Agent shall at all times also be the TFL Administrative Agent. The Paying Agent shall at all times also be the TFL Paying Agent. The Paying Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any other Loan Document or Applicable Law. Not in limitation of the foregoingBorrower or the Lenders, unless such Borrower or Lender shall have offered to the Paying Agent security or indemnity reasonably satisfactory to the Paying Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. The Paying Agent shall not exercise be responsible for, and makes no representation as to the existence, genuineness, value or protection of any right Collateral, for the legality, effectiveness or remedy it sufficiency of any documents or other instruments, or for the creation, perfection, filing, priority, sufficiency or protection of any liens securing the Loans. The Paying Agent shall incur no liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Paying Agent (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism or the Lenders may have under any Loan Document upon unavailability of the occurrence of a Default Federal Reserve Bank wire or an Event of Default unless the Requisite Lenders have so directed the Agent to exercise such right facsimile or remedyother wire or communication facility).

Authorization and Action. Each Lender Purchaser hereby designates and appoints (i) Wxxxx Fargo to act as its agent hereunder and under each other Transaction Document, and (ii) the Managing Agent in its Purchaser Group to act as its agent hereunder and under each other Transaction Document, authorizes the Agent and such Purchaser’s Managing Agent, as the case may be, to take such action actions as contractual representative agent on such Lender’s its behalf and to exercise such powers under as are delegated to the Agent or such Managing Agent by the terms of this Agreement and the other Loan Transaction Documents as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in limitation of the foregoing, each Lender authorizes and directs TheNeither the Agent to enter into nor the Loan Documents for the benefit of the Lenders. Each Lender hereby agrees thatManaging Agents shall not have any duties or responsibilities, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers those expressly set forth herein or thereinin any other Transaction Document, together or any fiduciary relationship with such other powers as are reasonably incidental theretoany Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or obligations other than those expressly provided for herein. At the request of a Lender, the Agent will forward to such Lender copies or, where appropriate, originals of the documents delivered to the Agent pursuant to this Agreement or the other Loan Documents. The Agent will also furnish to any Lender, upon the request of such Lender, a copy of any certificate or notice furnished to the Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to read into this Agreement or any other Loan Transaction Document not already delivered to such Lender pursuant to or otherwise exist for the terms of this Agreement Agent or any such the Managing Agents. In performing its functions and duties hereunder and under the other Loan Document. As to any matters not expressly provided for by the Loan Documents Transaction Documents, (including, without limitation, enforcement or collection of any of the Obligations), ix) the Agent shall not be required to exercise act solely as agent for the Purchasers, and (ii) theeach Managing Agent shall notact solely as agent for the Conduit and Financial Institutions in its Purchaser Group, and (iii) neither the Agent nor any discretion or take any action, but Managing Agent shall be required deemed to act have assumed any obligation or to refrain from acting (and shall be fully protected in so acting relationship of trust or refraining from acting) upon the instructions of the Requisite Lenders (agency with or all of the Lenders if explicitly required under for any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of Seller Party or any of such Seller Party’s successors or assigns. TheNeither the Obligations; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent nor any Managing Agent shall not be required to take any action which that exposes the Agent or such Managing Agent to personal liability or which that is contrary to this Agreement or Agreement, any other Loan Transaction Document or Applicable Lawapplicable law. Not in limitation The appointment and authority of the foregoing, Agent and the Agent Managing Agents hereunder shall not exercise any right or remedy it or the Lenders may have under any Loan Document terminate upon the occurrence indefeasible payment in full of a Default or an Event of Default unless the Requisite Lenders have so directed all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to exercise file each of the Uniform Commercial Code financing statements and to execute the Collection Account Agreements on behalf of such right or remedyPurchaser (the terms of which shall be binding on such Purchaser).