Common use of Powers and Duties Clause in Contracts

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Loan Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each In the event that any obligations (other than the Obligations) are permitted to be incurred hereunder and secured by Liens permitted to be incurred hereunder on all or a portion of the Collateral, each Lender irrevocably authorizes the Administrative Agent to take enter into intercreditor agreements, subordination agreements and amendments to the Security Documents to reflect such action arrangements on such Lender’s behalf and terms acceptable to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental theretoAgent. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Loan Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Loan Documents, a fiduciary relationship or other implied duties in respect of any Lender; and nothing herein or any of the other Credit Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Loan Documents except as expressly set forth herein or therein. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under the agency doctrine of any applicable law. Instead, such 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.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Class A Revolving Lender irrevocably authorizes Administrative Agent to take such action on such Class A Revolving Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Loan Documents as are specifically delegated or granted to Administrative such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Loan Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through any one or more sub-agents appointed by it (including as Supplemental Agents). Each Agent and any such sub-agent may perform any and all its agents duties and exercise its rights and powers by or employeesthrough their respective Related Parties. Section 8.03 shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent (including as Supplemental Agents). No such Agent shall have, by reason hereof or any of the other Credit Loan Documents, a fiduciary relationship with, or any other implied duties in respect of of, any Lender; and nothing herein or any of the other Credit Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Loan Documents except as expressly set forth herein or therein. The Administrative Agent is further authorized by the Lenders to enter into agreements supplemental to this Agreement or any other Loan Documents for the purpose of curing any formal defect, inconsistency, omission or ambiguity in this Agreement or any other Loan Document to which it is a party (without any consent or approval by the Lenders).

Powers and Duties. Each Lender Purchaser irrevocably authorizes each Collateral Agent (other than Administrative Agent) to take such action on such LenderPurchaser’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Note Documents as are specifically delegated or granted to such Collateral Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably In the event that any obligations are permitted to be incurred and subordinated in right of payment to the Obligations hereunder and/or are permitted to be secured by Liens on all or a portion of the Collateral, each Purchaser authorizes Administrative Collateral Agent to take enter into intercreditor agreements, subordination agreements and amendments to the Collateral Documents to reflect such action arrangements on such Lender’s behalf and terms that are acceptable to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental theretoCollateral Agent. Each Collateral Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Note Documents. Each such Collateral Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Collateral Agent shall not have, by reason hereof or any of the other Credit Note Documents, a fiduciary relationship in respect of any LenderPurchaser or any other Person; and nothing herein or any of the other Credit Note Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Collateral Agent any obligations in respect hereof or any of the other Credit Note Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Each Agent is authorized and directed to execute and deliver or cause to be executed, delivered and performed, as the case may be, the Credit Documents to which the Agent is to be a party and each certificate or other document attached as an exhibit thereto or contemplated thereby, in each case, in such form as the Lenders or their counsel shall approve. The execution or taking of any such action by an Agent at or in connection with a closing in the presence or at the request of the Lenders or their counsel shall be conclusive evidence of such authorization.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and in the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or in any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Administrative Agent hereby agrees that it shall (i) furnish to GSCP, in its capacity as Syndication Agent, upon GSCP’s request, a copy of the Register, (ii) cooperate with GSCP in granting access to any Lenders (or potential Lenders) who GSCP identifies to the Platform and (iii) maintain GSCP’s access to the Platform.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agenti) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Financing Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental theretothereto and (ii) to enter into any and all of the Security Documents together with such other documents as shall be necessary to give effect to the Collateral contemplated by the Security Documents, on its behalf. Each For the avoidance of doubt, each Lender irrevocably authorizes Administrative Agent agrees to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent be bound by the terms hereof and thereof, together with such powers, rights and remedies of the Intercreditor Agreement to the same extent as are reasonably incidental if it were a party thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Financing Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Financing Documents, a fiduciary relationship in respect of any LenderLender or any other Person; and nothing herein or any of the other Credit Financing Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Financing Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender and each Issuing Bank and, by its acceptance of the benefits of the Collateral and Guarantees under the Credit Documents, each Hedge Bank party to a Secured Hedging Agreement and each Treasury Services Provider party to a Secured Treasury Services Agreement irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender, Issuing Bank and Hedge Bank’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any Issuing Bank, any Hedge Bank, any Treasury Services Provider or any other Person; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and 100 remedies as are reasonably incidental thereto. Each Class A Revolving Lender irrevocably authorizes Administrative Agent to take such action on such Class A Revolving Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to the Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each The Administrative Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such The Administrative Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such The Administrative Agent shall not have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such the Administrative Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Administrative Agent hereby agrees that it shall (i) furnish to the Arranger, upon the Arranger’s request, a copy of the Register, (ii) cooperate with the Arranger in granting access to any Lenders who the Arranger identifies to the Platform and (iii) maintain the Arranger’s access to the Information Site.

Powers and Duties. Each Lender Purchaser irrevocably authorizes each Collateral Agent (other than Administrative Agent) to take such action on such LenderPurchaser’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Note Documents as are specifically delegated or granted to such Collateral Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably In the event that any obligations are permitted to be incurred and subordinated in right of payment to the Obligations hereunder and/or are permitted to be secured by Liens on all or a portion of the Collateral, each Purchaser authorizes Administrative Collateral Agent to take enter into intercreditor agreements, subordination agreements and amendments to the Collateral Documents to reflect such action arrangements on such Lender’s behalf and terms that are acceptable to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental theretoCollateral Agent. Each Collateral Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Note Documents. Each such Collateral Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Collateral Agent shall not have, by reason hereof or any of the other Credit Note Documents, a fiduciary relationship in respect of any LenderPurchaser or any other Person; and nothing herein or any of the other Credit Note Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Collateral Agent any obligations in respect hereof or any of the other Credit Note Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s Lexxxx’x behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s Lexxxx’x behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents agents, sub-agents, employees or employeesattorneys- in-fact. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agenti) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental theretothereto and (ii) to enter into any and all of the Collateral Documents together with such other documents as shall be necessary to give effect to the Collateral contemplated by the Collateral Documents, on its behalf. Each For the avoidance of doubt, each Lender irrevocably authorizes Administrative Agent agrees to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent be bound by the terms hereof and thereof, together with such powers, rights and remedies of the Collateral Trust Agreement to the same extent as are reasonably incidental if it were a party thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any LenderLender or any other Person; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s 's behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Without limiting the foregoing, Collateral Agent is expressly authorized to take such action on such Lender’s behalf execute any and all documents and instruments with respect to the Collateral and the rights of the Lenders and each Issuing Bank with respect thereto and to exercise such powersact as Collateral Agent on behalf of the Lenders and each Issuing Bank, rights in each case as contemplated by and remedies hereunder in accordance with the terms and under provisions of this Agreement and the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental theretoDocuments. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other -136- Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each the Lender Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies and perform such duties hereunder and under the other Credit Loan Documents as are specifically delegated or granted to such the Lender Agent by the terms hereof and thereofor otherwise agreed in writing by Lender, together with such actions, powers, rights and remedies as are reasonably incidental thereto. Each The Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Loan Documents. Each such The Lender Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such The Lender Agent shall not have or be deemed to have, by reason hereof or any of the other Credit Loan Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such the Lender Agent any obligations in respect hereof or any of the other Credit Loan Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Swap Agreements) and each Issuing Bank (in its capacities as an Issuing Bank and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Swap Agreements) irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s and Issuing Bank’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Loan Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent Anything herein to take such action on such Lender’s behalf and to exercise such powersthe contrary notwithstanding, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each each Agent shall have only those powers, duties and responsibilities that are expressly specified herein and under this Agreement or any of the other Credit DocumentsLoan Documents except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employeesRelated Parties. No such Agent shall have, by reason hereof or any of the other Credit Loan Documents, a fiduciary relationship in respect of any LenderLender or any other Person; and nothing herein or any of the other Credit Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Loan Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent Arranger shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent and Arranger may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent or Arranger shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent or Arranger any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Administrative Agent hereby agrees that it shall (i) furnish to GSCP, in its capacity as Arranger or Syndication Agent, upon GSCP’s request, a copy of the Register, (ii) cooperate with GSCP in granting access to any Lenders (or potential lenders) who GSCP identifies to the Platform and (iii) maintain GSCP’s access to the Platform.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agenta) to take such action on such LenderXxxxxx’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Financing Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental theretothereto and (b) to enter into any and all of the Security Documents together with such other documents as shall be necessary to give effect to the Collateral contemplated by the Security Documents, on its behalf. Each For the avoidance of doubt, each Lender irrevocably authorizes Administrative Agent and Issuing Bank agrees to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent be bound by the terms hereof and thereof, together with such powers, rights and remedies of the Intercreditor Agreement to the same extent as are reasonably incidental if it were a party thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Financing Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Financing Documents, a fiduciary relationship in respect of any LenderLender or any other Person; and nothing herein or any of the other Credit Financing Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Financing Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such LenderXxxxxx’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such LenderXxxxxx’s behalf and to exercise such powers, rights and remedies hereunder xxxxxxxxx and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereofxxxxxxx, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such LenderXxxxxx’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such LenderXxxxxx’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose LEGAL_US_E # 152147085.3152147085.12 upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agenta) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Financing Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental theretothereto and (b) to enter into any and all of the Security Documents together with such other documents as shall be necessary to give effect to the Collateral contemplated by the Security Documents, on its behalf. Each For the avoidance of doubt, each Lender irrevocably authorizes Administrative Agent and Issuing Bank agrees to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent be bound by the terms hereof and thereof, together with such powers, rights and remedies of the Intercreditor Agreement to the same extent as are reasonably incidental if it were a party thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Financing Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Financing Documents, a fiduciary relationship in respect of any LenderLender or any other Person; and nothing herein or any of the other Credit Financing Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Financing Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agenti) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental theretothereto and (ii) to enter into any and all of the Collateral Documents together with such other documents as shall be necessary to give effect to the Collateral contemplated by the Collateral Documents, on its behalf. Each For the avoidance of doubt, each Lender irrevocably authorizes Administrative Agent agrees to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent be bound by the terms hereof of the Intercreditor Agreement and thereof, together with such powers, rights and remedies the Collateral Trust Agreement to the same extent as are reasonably incidental if it were a party thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any LenderLender or any other Person; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each the Administrative Agent (other than Administrative Agent) to take such action on such LenderXxxxxx’s behalf and to exercise such powers, rights and remedies and perform such duties hereunder and under the other Credit Loan Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such actions, powers, rights and remedies as are reasonably incidental thereto. Each The Administrative Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Loan Documents. Each such The Administrative Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such The Administrative Agent shall not have or be deemed to have, by reason hereof or any of the other Credit Loan Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such the Administrative Agent any obligations in respect hereof or any of the other Credit Loan Documents except as expressly set forth herein or therein. Notwithstanding anything to the contrary set forth herein, when any provision of this Agreement authorizes the Administrative Agent to make a determination or to take any other action, such authorization shall, if the Requisite Lenders so require, be exercised by the Administrative Agent only with the express consent of, and according to the direction of, the Requisite Lenders.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any LenderLender or any other Person; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. With respect to any discretion, consent, approval or similar such action to be made, taken or determined by Agent under this Agreement or any other Credit Document (each an “Agent Determination”), at any time (i) Oaktree is Agent, such Agent Determination shall be made by Oaktree in its capacity as Agent, and (ii) any party other than Oaktree is Agent, such Agent Determination shall be made by Agent at the direction of the Requisite Lenders.

Powers and Duties. Each Lender Noteholder irrevocably authorizes each the Collateral Agent (other than Administrative Agent) to take such action on such Lender’s Noteholder's behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Collateral Documents as are specifically delegated or granted to such the Collateral Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each The Collateral Agent shall have only those duties and responsibilities that are expressly specified herein and in the other Credit Collateral Documents. Each such The Collateral Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such The Collateral Agent shall not have, by reason hereof or any of the other Credit Collateral Documents, a fiduciary relationship in respect of any Lender; Noteholder, and nothing herein or in any of the other Credit Collateral Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such the Collateral Agent any obligations in respect hereof or any of the other Credit Collateral Documents except as expressly set forth herein or therein. Each Noteholder irrevocably authorizes the Collateral Agent to act upon the instructions and directions of the Requisite Noteholders to consent to amendments to or waivers of this Agreement, the Intercreditor Agreement and any other Collateral Document so long as such instruction, direction, amendment or waiver is made with or approved by the consent of the Requisite Holders.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such LenderLxxxxx’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such LenderLxxxxx’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each the Lender Agent (other than Administrative Agent) to take such action on such each Lender’s behalf and to exercise such powers, rights and remedies and perform such duties hereunder and under the other Credit Loan Documents as are specifically delegated or granted to such the Lender Agent by the terms hereof and thereofor otherwise agreed in writing by each Lender, together with such actions, powers, rights and remedies as are reasonably incidental thereto. Each The Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Loan Documents. Each such The Lender Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such The Lender Agent shall not have or be deemed to have, by reason hereof or any of the other Credit Loan Documents, a fiduciary relationship in respect of any each Lender; and nothing herein or any of the other Credit Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such the Lender Agent any obligations in respect hereof or any of the other Credit Loan Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender Noteholder irrevocably authorizes each the Collateral Agent (other than Administrative Agent) to take such action on such Lender’s Noteholder's behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Collateral Documents as are specifically delegated or granted to such the Collateral Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each The Collateral Agent shall have only those duties and responsibilities that are expressly specified herein and in the other Credit Collateral Documents. Each such The Collateral Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such The Collateral Agent shall not have, by reason hereof or any of the other Credit Collateral Documents, a fiduciary relationship in respect of any Lender; Noteholder, and nothing herein or in any of the other Credit Collateral Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such the Collateral Agent any obligations in respect hereof or any of the other Credit Collateral Documents except as expressly set forth herein or therein. Each Noteholder irrevocably authorizes the Collateral Agent to act upon the instructions and directions of the Requisite Holders to consent to amendments to or waivers of this Agreement, the Intercreditor Agreement and any other Collateral Document so long as such instruction, direction, amendment or waiver is made with or approved by the consent of the Requisite Holders.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Class A Lender irrevocably authorizes Administrative Agent to take such action on such Class A Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender Purchaser irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such LenderPurchaser’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Funding Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender Purchaser irrevocably authorizes Administrative Agent to take such action on such LenderPurchaser’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Funding Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Funding Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Funding Documents, a fiduciary relationship in respect of any LenderPurchaser; and nothing herein or any of the other Credit Funding Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Funding Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Administrative Agent to take such action on such Revolving Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Administrative Agent (other than Administrative Agent) to take such action on such LenderXxxxxx’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Loan Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Administrative Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Loan Documents. Each These duties shall be deemed purely ministerial in nature, and the Administrative Agent shall not be liable except for the performance of such duties, and no implied covenants or obligations shall be read into this Agreement or any other Loan Document against the Administrative Agent. Administrative Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Administrative Agent shall not have, by reason hereof or any of the other Credit Loan Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Administrative Agent any obligations in respect hereof or any of the other Credit Loan Documents except as expressly set forth herein or therein. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Loan Documents as are specifically delegated or granted to Administrative such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Loan Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Administrative Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Documents by or through any trustee, co-agent, sub-agent, employee or attorney-in-fact. Any such Person shall benefit from Appendix C to this Agreement to the extent provided by the Administrative Agent. No such Agent shall have, by reason hereof or any of the other Credit Loan Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Loan Documents except as expressly set forth herein or therein.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agenti) to take such action on such LenderXxxxxx’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Loan Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental theretothereto and (ii) to enter into any and all of the Security Documents together with such other documents as shall be necessary to give effect to the Collateral contemplated by the Security Documents, on its behalf. Each In the event that any obligations (other than the Obligations) are permitted to be incurred hereunder and secured by Xxxxx permitted to be incurred hereunder on all or a portion of the Collateral, each Lender irrevocably authorizes the Administrative Agent to take enter into intercreditor agreements, subordination agreements and amendments to the Security Documents to reflect such action arrangements on such Lender’s behalf and terms acceptable to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental theretoAgent. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Loan Documents. Each such Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Agent or Arranger shall have, by reason hereof or any of the other Credit Loan Documents, a fiduciary relationship or other implied duties in respect of any Lender, any Loan Party or any other Person regardless of whether a Default has occurred and is continuing; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.170

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies and perform such duties hereunder and under the other Credit Loan Documents as are specifically delegated or granted to the Administrative Agent by the terms hereof and thereof, together with such actions, powers, rights and remedies as are reasonably incidental thereto. Each The Administrative Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Loan Documents. Each such The Administrative Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such The Administrative Agent shall not have or be deemed to have, by reason hereof or any of the other Credit Loan Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such the Administrative Agent any obligations in respect hereof or any of the other Credit Loan Documents except as expressly set forth herein or therein. Notwithstanding anything to the contrary set forth herein, when any provision of this Agreement authorizes the Administrative Agent to make a determination or to take any other action, such authorization shall, if the Requisite Lenders so require, be exercised by the Administrative Agent only with the express consent of, and according to the direction of, the Requisite Lenders.

Powers and Duties. Each Lender irrevocably authorizes each Agent (other than Administrative Agent) to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by or the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes Administrative Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to Administrative Agent Lead Arranger by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent and the Lead Arranger shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each such Agent and the Lead Arranger may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No such Neither Agent nor the Lead Arranger shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any such Agent or the Lead Arranger any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.