Common use of Powers and Duties Clause in Contracts

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement 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 Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it shall (i) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy of the Register, (ii) cooperate with Xxxxxxx Xxxxx in granting access to any Lenders (or potential lenders) who Xxxxxxx Sachs identifies to the Platform and (iii) maintain Xxxxxxx Xxxxx’ access to the Platform. Each Administrative Agent may disclose to any other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the Agents under this Agreement are several and not joint.

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender 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 Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Each Without limiting the foregoing, each Lender and Agent (and by their acceptance of the benefits of the Collateral Documents, each Secured Party) irrevocably authorizes the Administrative Agent hereby agrees that it shall (i) furnish to Xxxxxxx Xxxxxand the Collateral Agent, in its capacity each such Agent’s reasonable discretion, to (a) enter into one or more amendments to the Closing Date Intercreditor Agreement to join an Alternative Facility thereto or, if required pursuant to Section 6.2(w), to join Indebtedness incurred pursuant to Section 6.1(r) thereto, (b) enter into such amendments to the Closing Date Intercreditor Agreement, or enter into a new Closing Date Intercreditor Agreement that replaces the Closing Date Intercreditor Agreement in existence as Arranger, upon Xxxxxxx Sachs’ request, a copy of the RegisterClosing Date, to reflect such changes as may be reasonably agreed with any successor or replacement ABL Agent or any ABL Agent for a revolving credit facility that has refinanced the Revolving Credit Agreement in existence as of the Closing Date (with such new Closing Date Intercreditor Agreement meeting the requirements of Section 6.1(m)), (iic) cooperate with Xxxxxxx Xxxxx enter into one or more Alternative Facility Intercreditor Agreements meeting the requirements set forth in granting access Section 6.1(m), (d) enter into one or more Permitted Securitization Intercreditor Agreements meeting the requirements set forth in Section 6.1(m), (e) enter into one or more intercreditor agreements or subordination agreements in respect of Indebtedness incurred pursuant to any Lenders Section 6.1(r) if required pursuant to Section 6.2(w), (or potential lendersf) who Xxxxxxx Sachs identifies notwithstanding anything to the Platform contrary contained herein or in the other Credit Documents, release and terminate the Australian law specific security deed in respect of the pledge by US Holdings of its interests in Australia Holdings in connection with the Reorganization and (iiig) maintain Xxxxxxx Xxxxx’ access subject to Section 10.5(b)(viii), enter into one or more agreements, or amendments to Collateral Documents, that subordinate (or, to the Platform. Each Administrative Agent may disclose to extent such subordination is not permitted or customary in the relevant jurisdiction, release) any other party any information it reasonably believes it has received Liens in its capacity as such under this Agreement. The obligations favor of the Agents Collateral Agent for the benefit of the Secured Parties in any ABL Collateral to Liens securing obligations under this the Revolving Credit Agreement are several and or any Alternative Facility Liens, or enter into amendments to Collateral Documents that otherwise account for Liens securing obligations under the Revolving Credit Agreement or any Alternative Facility Liens (so long as not jointinconsistent with the Lien priorities contemplated hereby in respect of ABL Collateral).

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other Agent (i) 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 and (ii) to enter into any and all of the Collateral Documents (including, for the avoidance of doubt, the Intercreditor Agreement and any other intercreditor agreement contemplated by this Agreement) together with such other documents as shall be necessary to give effect to the ranking and priority of Indebtedness contemplated by the Intercreditor Agreement, any other intercreditor agreement contemplated by this Agreement and any amendment to any of the foregoing. For the avoidance of doubt, each Lender agrees to be bound by the terms of the Intercreditor Agreement and any other intercreditor agreement contemplated by this Agreement to the same extent as 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 Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender 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 Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it shall (i) furnish to Xxxxxxx XxxxxGxxxxxx Sxxxx, in its capacity as an Arranger, upon Xxxxxxx Gxxxxxx Sachs’ request, a copy of the Register, (ii) cooperate with Xxxxxxx Xxxxx Gxxxxxx Sxxxx in granting access to any Lenders (or potential lenders) who Xxxxxxx Gxxxxxx Sachs identifies to the Platform and (iii) maintain Xxxxxxx XxxxxGxxxxxx Sxxxx’ access to the Platform. Each Administrative Agent may disclose to any other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the Agents under this Agreement are several and not joint.

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Transaction Documents to which it is a party as are specifically delegated or granted to such Agent by the terms hereof and thereof, together (in the case of the Agents other than the Collateral Agent, the Collateral Administrator and the Borrower Accounts Securities Intermediary) 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 DocumentsTransaction Documents to which it is a party, and each Agent shall not be liable except for the performance of such duties and responsibilities as are express specified herein and therein. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees, and no Agent shall be responsible for any misconduct or gross negligence on the part of any such agent or employee appointed by it with due care. No Agent shall have, by reason hereof or any of the other Credit Transaction Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender or any other Person; and nothing herein or any of the other Credit Transaction Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Transaction Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it The Agents shall not be liable for any action taken or not taken by them (i1) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy with the consent of or at the request or direction of the Register, (ii) cooperate with Xxxxxxx Xxxxx in granting access to any Requisite Lenders (or potential lenders) who Xxxxxxx Sachs identifies such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder), or, solely with respect to the Platform Collateral Agent or the Collateral Administrator with the consent of or at the direction of the Administrative Agent or (2) in the absence of their own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final non-appealable judgment. The Lenders hereby direct each of the Agents, as applicable, to execute and (iii) maintain Xxxxxxx Xxxxx’ access deliver the Transaction Documents to which they are a party, respectively, on or prior to the PlatformInitial Funding Date and to execute and deliver additional Transaction Documents and Escrowed Assignment Agreement Documents from time to time (upon written direction by the Requisite Lenders). Each Administrative Agent may disclose to It is hereby expressly acknowledged and agreed that, in taking any other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the foregoing actions, the Agents are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Transaction Documents, the Agents each shall have all of the rights, immunities, indemnities and other protections granted to them under this Agreement are several and not joint(in addition to those that may be granted to them under the terms of such other agreement or agreements).

Powers and Duties. Each Term Loan Lender (in its capacities as a Lender and/or an Issuing Bank) irrevocably authorizes Term Administrative each Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 As to any matters not expressly provided for by the Credit Documents (including enforcement or collection of the Notes), no Agent shall have only those duties be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and responsibilities that are shall be fully protected in so acting or refraining from acting) as expressly specified herein and contemplated hereby or by the other Credit DocumentsDocuments as directed in writing by the Requisite Lenders (or, if required hereby, all Lenders), and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, exposes such Agent to personal liability or that is contrary to this Agreement or applicable law, including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may be a violation of an automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender (or any other Person; Secured Party), 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 Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it shall (i) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy of the Register, (ii) cooperate with Xxxxxxx Xxxxx in granting access to any Lenders (or potential lenders) who Xxxxxxx Sachs identifies to the Platform and (iii) maintain Xxxxxxx Xxxxx’ access to the Platform. Each Administrative Agent may disclose to any other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the Agents under this Agreement are several and not joint.

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement 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 Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it shall (i) furnish to Xxxxxxx XxxxxGSCP, in its capacity as Sole Lead Arranger, upon Xxxxxxx Sachs’ GSCP’s request, a copy of the Register, (ii) cooperate with Xxxxxxx Xxxxx GSCP in granting access to any Lenders (or potential lenders) who Xxxxxxx Sachs GSCP identifies to the Platform “intralinks” site or other relevant information platform (such platform, the “Information Site”), and (iii) maintain Xxxxxxx Xxxxx’ GSCP’s access to the PlatformInformation Site. Each Administrative Agent may disclose Lender irrevocably authorizes the Collateral Trustee to any other party any information it reasonably believes it has received execute and deliver the Intercreditor Agreement and to take such action, and to exercise the powers, rights and remedies granted to the Collateral Trustee thereunder and with respect thereto. Each Lender irrevocably authorizes the Collateral Trustee to execute and deliver the Collateral Trust Agreement, the Intercreditor Agreement and the Cash Management Intercreditor Agreement and to take such action, and to exercise the powers, rights and remedies granted to the Collateral Trustee thereunder and with respect thereto. In addition, each Lender hereby: (i) agrees to be bound by, and consents to, the terms and provisions of the Intercreditor Agreement and (ii) authorizes and directs the Collateral Agent, in its capacity discretion, to execute any Intercreditor Agreement Joinders (as such under this defined in the Intercreditor Agreement. The obligations ) on behalf of each Lender in order to evidence that each Lender is bound by the terms and provisions of the Agents under this Agreement are several Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens (as defined in the Intercreditor Agreement) and not jointthe order of application of proceeds from enforcement of such Priority Liens (as defined in the Intercreditor Agreement).

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative each Agent to take such action on such Term Loan Lender’s 's behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Transaction Documents as are specifically delegated or granted to Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 which it is a party as are specifically delegated or granted to such Agent by the terms hereof and thereof, together (in the case of the Agents other than the Collateral Agent, the Collateral Administrator and the Borrower Accounts Securities Intermediary) 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 DocumentsTransaction Documents to which it is a party, and each Agent shall not be liable except for the performance of such duties and responsibilities as are express specified herein and therein. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees, and no Agent shall be responsible for any misconduct or gross negligence on the part of any such agent or employee appointed by it with due care. No Agent shall have, by reason hereof or any of the other Credit Transaction Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender or any other Person; and nothing herein or any of the other Credit Transaction Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Transaction Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it The Agents shall not be liable for any action taken or not taken by them (i1) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy with the consent of or at the request or direction of the Register, (ii) cooperate with Xxxxxxx Xxxxx in granting access to any Requisite Lenders (or potential lenders) who Xxxxxxx Sachs identifies such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder), or, solely with respect to the Platform and (iii) maintain Xxxxxxx Xxxxx’ access Collateral Agent or the Collateral Administrator with the consent of or at the direction of the Administrative Agent or, to the Platform. Each Administrative Agent may disclose to any other party any information it reasonably believes it has received extent expressly permitted hereunder, the Borrower (or the Investment Manager on behalf of the Borrower) or (2) in its capacity the absence of their own gross negligence or willful misconduct as such under this Agreementdetermined by a court of competent jurisdiction by a final non-appealable judgment. The obligations Lenders hereby direct each of the Agents, as applicable, to execute and deliver the Transaction Documents to which they are a party, respectively, on or prior to the Initial Funding Date and to execute and deliver additional Transaction Documents and Escrowed Assignment Agreement Documents from time to time (upon written direction by the Requisite Lenders). It is hereby expressly acknowledged and agreed that, in taking any of the foregoing actions, the Agents are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Transaction Documents, the Agents each shall have all of the rights, immunities, indemnities and other protections granted to them under this Agreement are several (in addition to those that may be granted to them under the terms of such other agreement or agreements). Concurrently herewith, the Administrative Agent directs the Collateral Agent and not jointthe ‎Collateral Agent is authorized to enter into the Securities Account Control Agreement, the Existing ‎Account Control Agreement, the certain Payoff, Termination and Flow of Funds Agreement, dated as of the date hereof and the Pledge and Security Agreement. For the avoidance of doubt, all of ‎the Collateral Agent's rights, protections and immunities provided herein shall apply to the Collateral ‎Agent for any actions taken or omitted to be taken under the Securities Account Control Agreement or ‎the Existing Account Control Agreement, the certain Payoff, Termination and Flow of Funds Agreement, dated as of the date hereof and the Pledge and Security Agreement in such capacity.

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other Administrative Agent, the Arrangers and Collateral Agent (i) 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 other Collateral Documents, on its behalf. Administrative Agent is hereby authorized, to (a) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Credit Documents (including in any proceeding described in Section 8.1(f) or (g) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Credit Document to any Secured Party is hereby authorized to make such payment to Administrative Agent, and (b) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 8.1(f) or (g) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party). Collateral Agent is hereby authorized to (w) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by the Credit Documents and all other purposes stated therein, (x) manage, supervise and otherwise deal with the Collateral, (y) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Credit Documents, and (z) except as may be otherwise specified in any Credit Document, exercise all remedies given to the Agents and the other Secured Parties with respect to the Collateral, whether under the Credit Documents, applicable law or otherwise. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Administrative Agent’s and Collateral Agent’s duties hereunder shall be entirely administrative in nature, notwithstanding the use of the defined terms “Administrative Agent” and “Collateral Agent”, the terms “agent”, “administrative agent” and “collateral agent” and similar terms in any Credit Document to refer to Administrative Agent or Collateral Agent, which terms are used for title purposes only. Neither Administrative Agent, any Arranger, nor Collateral Agent (i) are assuming any obligation under any Credit Document other than as expressly set forth therein or (ii) shall have implied functions, responsibilities, duties, obligations or other liabilities under any Credit Document, and each Lender hereby waives and agrees not to assert any claim against Administrative Agent, any Arranger or Collateral Agent based on the roles, duties and legal relationships expressly disclaimed in this or the immediately preceding sentence. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender 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 Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it shall (i) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy Without limiting the generality of the Registerforegoing, (ii) cooperate with Xxxxxxx Xxxxx no Agent shall, except as expressly set forth herein and in granting access the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, any Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as such Agent or any of its Affiliates in any capacity. Any action taken by Administrative Agent, any Arranger or Collateral Agent in reliance upon the instructions of Requisite Lenders (or potential lenders) who Xxxxxxx Sachs identifies to the Platform and (iii) maintain Xxxxxxx Xxxxx’ access to the Platform. Each Administrative Agent may disclose to any other party any information it reasonably believes it has received in its capacity as or, where so required by Section 10.5, such under this Agreement. The obligations greater proportion of the Agents under this Agreement Lenders) and the exercise by Administrative Agent, any Arranger or Collateral Agent of the powers set forth herein or in the other Credit Documents, together with such other powers as are several reasonably incidental thereto, shall be authorized and not jointbinding upon all of the Secured Parties.

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Regardless of whether an Event of Default has occurred and is continuing, no Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement 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 Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Each Except as expressly set forth herein and in the other Credit Documents, Administrative Agent hereby agrees shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries or any account debtor that it shall (i) furnish is communicated to Xxxxxxx Xxxxx, or obtained by any other Lender or any of their Affiliates in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy any capacity. Without limiting the generality of the Registerforegoing, (ii) cooperate with Xxxxxxx Xxxxx the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agents are required to exercise as directed in granting access to any writing by the Requisite Lenders (or potential lenders) who Xxxxxxx Sachs identifies to the Platform and (iii) maintain Xxxxxxx Xxxxx’ access to the Platform. Each Administrative Agent may disclose to any such other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations number or percentage of the Agents Lenders as shall be necessary under this Agreement are several the circumstances as provided in Section 10.5). For the avoidance of doubt, neither Agent shall be responsible for the filing, form or content of any Uniform Commercial Code financing statements, fixture filings, Mortgages, deeds of trust and not jointsuch other documents or instruments entered into or filed on or around the Closing Date.

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 (a) No Agent shall have only any duties or obligations except those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement 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 Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it shall (i) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy of the Register, (ii) cooperate with Xxxxxxx Xxxxx in granting access to any Lenders (or potential lenders) who Xxxxxxx Sachs identifies to the Platform and (iii) maintain Xxxxxxx Xxxxx’ access to the Platform. Each Administrative Agent may disclose to any other party any information it reasonably believes it has received in its capacity as such under this Agreementherein. The obligations of the Agents under this Agreement are several and not joint. Without limiting the generality of the foregoing, (i) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (ii) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is required to exercise in writing as directed by the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.05), and (iii) except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrowers or any of their Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.05) or in the absence of its own gross negligence or willful misconduct. Each Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Administrative Agent.

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other Administrative Agent, the Arrangers and Collateral Agent (i) 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 other Collateral Documents, on its behalf. Administrative Agent is hereby authorized, to (a) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Credit Documents (including in any proceeding described in Section 8.1(f) or (g) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Credit Document to any Secured Party is hereby authorized to make such payment to Administrative Agent, and (b) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 8.1(f) or (g) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party). Collateral Agent is hereby authorized to (w) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by the Credit Documents and all other purposes stated therein, (x) manage, supervise and otherwise deal with the Collateral, (y) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Credit Documents, and (z) except as may be otherwise specified in any Credit Document, exercise all remedies given to the Agents and the other Secured Parties with respect to the Collateral, whether under the Credit Documents, applicable law or otherwise. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. Administrative Agent’s and Collateral Agent’s duties hereunder shall be entirely administrative in nature, notwithstanding the use of the defined terms “Administrative Agent” and “Collateral Agent”, the terms “agent”, “administrative agent” and “collateral agent” and similar terms in any Credit Document to refer to Administrative Agent or Collateral Agent, which terms are used for title purposes only. Neither Administrative Agent, any Arranger, nor Collateral Agent (i) are assuming any obligation under any Credit Document other than as expressly set forth therein or (ii) shall have implied functions, responsibilities, duties, obligations or other liabilities under any Credit Document, and each Lender hereby waives and agrees not to assert any claim against Administrative Agent, any Arranger or Collateral Agent based on the roles, duties and legal relationships expressly disclaimed in this or the immediately preceding sentence. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender 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 Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it shall (i) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy Without limiting the generality of the Registerforegoing, (ii) cooperate with Xxxxxxx Xxxxx no Agent shall, except as expressly set forth herein and in granting access the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent, Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as such Agent or any of its Affiliates in any capacity. Any action taken by Administrative Agent, any Arranger or Collateral Agent in reliance upon the instructions of Requisite Lenders (or potential lenders) who Xxxxxxx Sachs identifies to the Platform and (iii) maintain Xxxxxxx Xxxxx’ access to the Platform. Each Administrative Agent may disclose to any other party any information it reasonably believes it has received in its capacity as or, where so required by Section 10.5, such under this Agreement. The obligations greater proportion of the Agents under this Agreement Lenders) and the exercise by Administrative Agent, any Arranger or Collateral Agent of the powers set forth herein or in the other Credit Documents, together with such other powers as are several reasonably incidental thereto, shall be authorized and not jointbinding upon all of the Secured Parties.

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative each Agent to take such action on such Term Loan LenderXxxxxx’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Transaction Documents as are specifically delegated or granted to Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 which it is a party 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 Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit DocumentsTransaction Documents to which it is a party, and each Agent shall not be liable except for the performance of such duties and responsibilities as are express specified herein and therein. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees, and no Agent shall be responsible for any misconduct or gross negligence on the part of any such agent or employee appointed by it with due care. No Agent shall have, by reason hereof or any of the other Credit Transaction Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender or any other Person; and nothing herein or any of the other Credit Transaction Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Transaction Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it The Agents shall not be liable for any action taken or not taken by them (i1) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy at the direction of the RegisterBorrower or the Services Provider as provided in this Agreement or the other Transaction Documents, (ii2) cooperate with Xxxxxxx Xxxxx in granting access to any the consent of or at the request or direction of the Requisite Lenders (or potential lenders) who Xxxxxxx Sachs identifies such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder), or, solely with respect to the Platform Collateral Agent, the Collateral Administrator or the Collateral Custodian with the consent of or at the written direction of the Administrative Agent or (3) in the absence of their own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final non-appealable judgment. The Lenders hereby direct each of the Agents, as applicable, to execute and (iii) maintain Xxxxxxx Xxxxx’ access deliver the Transaction Documents to which they are a party, respectively, on or prior to the PlatformClosing Date and to execute and deliver additional Transaction Documents from time to time (upon written direction by the Requisite Lenders or, solely with respect to the Collateral Custodian, upon written direction by the Administrative Agent). Each Administrative Agent may disclose to It is hereby expressly acknowledged and agreed that, in taking any other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the foregoing actions, the Agents are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Transaction Documents, the Agents each shall have all of the rights, immunities, indemnities and other protections granted to them under this Agreement are several and not joint(in addition to those that may be granted to them under the terms of such other agreement or agreements).

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative each Agent to take such action on such Term Loan LenderXxxxxx’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Transaction Documents to which it is a party as are specifically delegated or granted to Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 specif ically 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 Agent shall have only those duties and responsibilities that are expressly specified specif ied herein and the other Credit DocumentsTransaction Documents to which it is a party, and each Agent shall not be liable except for the performance of such duties and responsibilities as are express specified herein and therein. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees, and no Agent shall be responsible for any misconduct or negligence on the part of any such agent or employee appointed by it with due care. No Agent shall have, by reason hereof or any of the other Credit Transaction Documents, a fiduciary f iduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender or any other Person; and nothing herein or any of the other Credit Transaction Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Transaction Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it The Agents shall not be liable for any action taken or not taken by them (i1) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy at the direction of the RegisterBorrower or the Collateral Manager as provided in this Agreement or the other Transaction Documents, (ii2) cooperate with Xxxxxxx Xxxxx in granting access to any the consent of or at the request or direction of the Requisite Lenders (or potential lenders) who Xxxxxxx Sachs identifies such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder), or, solely with respect to the Platform 118 Collateral Agent, the Collateral Custodian or the Collateral Administrator, with the consent of or at the direction of the Administrative Agent or (3) in the absence of their own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a f inal non-appealable judgment. The Lenders hereby direct each of the Agents, as applicable, to execute and (iii) maintain Xxxxxxx Xxxxx’ access deliver the Transaction Documents to which they are a party, respectively, on or prior to the PlatformClosing Date and to execute and deliver additional Transaction Documents f rom time to time (upon written direction by the Requisite Lenders). Each Administrative Agent may disclose to It is hereby expressly acknowledged and agreed that, in taking any other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the foregoing actions, the Agents are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing f rom) any action under pursuant to, the Transaction Documents, the Agents each shall have all of the rights, immunities, indemnities and other protections granted to them under this Agreement are several and not joint(in addition to those that may be granted to them under the terms of such other agreement or agreements). 10.3.

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement 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 Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it shall (i) furnish to Xxxxxxx XxxxxGSCP, in its capacity as Sole Lead Arranger, upon Xxxxxxx Sachs’ GSCP’s request, a copy of the Register, (ii) cooperate with Xxxxxxx Xxxxx GSCP in granting access to any Lenders (or potential lenders) who Xxxxxxx Sachs GSCP identifies to the Platform “intralinks” site or other relevant information platform (such platform, the “Information Site”), and (iii) maintain Xxxxxxx Xxxxx’ GSCP’s access to the PlatformInformation Site. Each Administrative Lender irrevocably authorizes the Collateral Agent may disclose to any other party any information it reasonably believes it has received execute and deliver the Intercreditor Agreement and to take such action, and to exercise the powers, rights and remedies granted to the Collateral Agent thereunder and with respect thereto. In addition, each Lender hereby: (i) agrees to be bound by, and consents to, the terms and provisions of the Intercreditor Agreement and (ii) authorizes and directs the Collateral Agent, in its capacity discretion, to execute any Intercreditor Agreement Joinders (as such under this defined in the Intercreditor Agreement. The obligations ) on behalf of each Lender in order to evidence that each Lender is bound by the terms and provisions of the Agents under this Agreement are several Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens (as defined in the Intercreditor Agreement) and not jointthe order of application of proceeds from enforcement of such Priority Liens (as defined in the Intercreditor Agreement).

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender (in its capacities as a Lender and/or an Issuing Bank) irrevocably authorizes each other 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 As to any matters not expressly provided for by the Credit Documents (including enforcement or collection of the Notes), no Agent shall have only those duties be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and responsibilities that are shall be fully protected in so acting or refraining from acting) as expressly specified herein and contemplated hereby or by the other Credit DocumentsDocuments as directed in writing by the Requisite Lenders (or, if required hereby, all Lenders), and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, exposes such Agent to personal liability or that is contrary to this Agreement or applicable law, including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may be a violation of an automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender (or any other Person; Secured Party), 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 Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it shall (i) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy of the Register, (ii) cooperate with Xxxxxxx Xxxxx in granting access to any Lenders (or potential lenders) who Xxxxxxx Sachs identifies to the Platform and (iii) maintain Xxxxxxx Xxxxx’ access to the Platform. Each Administrative Agent may disclose to any other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the Agents under this Agreement are several and not joint.

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents officers, directors, agents, sub-agents, employees or employeesaffiliates. No For the avoidance of doubt, in performing its functions and duties hereunder, no Agent assumes and nor shall have, by reason hereof any Agent be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Without limiting the generality of the foregoing, no Agent: (i) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ii) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that such Agent is required to exercise as directed in writing by the Requisite Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents); provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Credit Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a fiduciary relationship forfeiture, modification or termination of property of a Defaulting Lender in respect violation of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement or any other PersonDebtor Relief Law; and nothing herein or any of the other Credit Documents(iii) shall, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or therein. Each any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent hereby agrees that it shall (i) furnish to Xxxxxxx Xxxxx, or any of its Affiliates in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy of the Register, (ii) cooperate with Xxxxxxx Xxxxx in granting access to any Lenders (or potential lenders) who Xxxxxxx Sachs identifies to the Platform and (iii) maintain Xxxxxxx Xxxxx’ access to the Platform. Each Administrative Agent may disclose to any other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the Agents under this Agreement are several and not jointcapacity.

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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, including taking any action as a contractual representative of the Lenders. Each Agent shall 136 have only those duties and responsibilities that are expressly specified herein and the other Credit Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties and responsibilities by or through its any one or more co-agents, sub-agents or employeesattorneys-in-fact appointed by it. Each Agent and any such co-agent or sub-agent may perform any or all its duties and responsibilities and exercise its rights, powers and remedies by or through their respective Related Parties. Any such co-agent, sub-agent or attorney-in-fact shall be entitled to the benefits of all provisions of this Article VIII and Article IX as though such co-agents, sub-agents or attorneys-in-fact were an Agent. The exculpatory provisions of this Article VIII shall apply to any such co-agent, sub-agent or attorney-in-fact and to the Related Parties of each Agent and any such co-agent, sub-agent or attorney-in-fact, and shall apply to their respective activities in connection with the syndication of the Facility provided for herein as well as their respective activities as an Agent. No Agent shall be responsible for the negligence or misconduct of any co-agents, sub-agents or attorneys-in-fact appointed by it except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such co-agent, sub-agent or attorney-in-fact. No Agent shall have, by reason hereof or any of the other Credit Loan Documents, a fiduciary or trustee relationship in respect of any Lenderwith, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement or any other Personimplied duties in respect of, any other Secured Party; 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 Agent any duties or obligations in respect hereof or any of the other Credit Loan Documents except as expressly set forth herein or therein, and its duties and obligations hereunder shall be administrative in nature. Each The Administrative Agent hereby agrees and the Collateral Agent are further authorized by the Lenders to enter into amendments and agreements supplemental to this Agreement or any other Loan Document for the purpose of curing any defect, inconsistency, omission or ambiguity in this Agreement or any other Loan Document to which the Administrative Agent or the Collateral Agent is a party or to effect administrative changes that it shall (i) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy of the Register, (ii) cooperate with Xxxxxxx Xxxxx in granting access are not adverse to any Lenders Lender (in each case without any consent or potential lenders) who Xxxxxxx Sachs identifies to approval by the Platform and (iii) maintain Xxxxxxx Xxxxx’ access to the Platform. Each Administrative Agent may disclose to any other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the Agents under this Agreement are several and not jointLenders).

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative each Agent to take such action on such Term Loan LenderXxxxxx’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Transaction Documents as are specifically delegated or granted to Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 which it is a party 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 Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit DocumentsTransaction Documents to which it is a party, and each Agent shall not be liable except for the performance of such duties and responsibilities as are express specified herein and therein. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees, and no Agent shall be responsible for any misconduct or negligence on the part of any such agent or employee appointed by it with due care. No Agent shall have, by reason hereof or any of the other Credit Transaction Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender or any other Person; and nothing herein or any of the other Credit Transaction Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Transaction Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it The Agents shall not be liable for any action taken or not taken by them (i1) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy at the direction of the RegisterBorrower or the Investment Manager as provided in this Agreement or the other Transaction Documents, (ii2) cooperate with Xxxxxxx Xxxxx in granting access to any the consent of or at the request or direction of the Requisite Lenders (or potential lenders) who Xxxxxxx Sachs identifies such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder), or, solely with respect to the Platform Collateral Agent, the Collateral Custodian or the Collateral Administrator, with the consent of or at the direction of the Administrative Agent or (3) in the absence of their own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final non-appealable judgment. The Lenders hereby direct each of the Agents, as applicable, to execute and (iii) maintain Xxxxxxx Xxxxx’ access deliver the Transaction Documents to which they are a party, respectively, on or prior to the PlatformClosing Date and to execute and deliver additional Transaction Documents from time to time (upon written direction by the Requisite Lenders). Each Administrative Agent may disclose to It is hereby expressly acknowledged and agreed that, in taking any other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the foregoing actions, the Agents are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Transaction Documents, the Agents each shall have all of the rights, immunities, indemnities and other protections granted to them under this Agreement are several and not joint(in addition to those that may be granted to them under the terms of such other agreement or agreements).

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 (a) No Agent shall have only any duties or obligations except those duties expressly set forth herein. Without limiting the generality of the foregoing, (i) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and responsibilities that are expressly specified herein and the other Credit Documents. Each is continuing, (ii) no Agent may shall have any duty to take any discretionary action or exercise such any discretionary powers, except discretionary rights and remedies and perform powers expressly contemplated hereby that such duties Agent is required to exercise in writing as directed by the Requisite Lenders (or through its agents such other number or employees. No Agent shall have, by reason hereof or any percentage of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement or any other Person; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or Lenders as shall be so construed necessary under the circumstances as to impose upon any Agent any obligations provided in respect hereof or any of the other Credit Documents Section 11.05), and (iii) except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.05) or in the absence of its own gross negligence or willful misconduct. Each Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent by Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (1) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document , (2) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (3) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein. Each Administrative Agent hereby agrees that it shall (i) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy of the Register, (ii4) cooperate with Xxxxxxx Xxxxx in granting access to any Lenders (the validity, enforceability, effectiveness or potential lenders) who Xxxxxxx Sachs identifies to the Platform and (iii) maintain Xxxxxxx Xxxxx’ access to the Platform. Each Administrative Agent may disclose to genuineness of this Agreement, any other party Credit Document or any information it reasonably believes it has received other agreement, instrument or document, or (5) the satisfaction of any condition set forth in its capacity as such under this Agreement. The obligations Article 3 or elsewhere herein or in any other Credit Document or other agreement, instrument or document, other than to confirm receipt of the Agents under this Agreement are several and not jointitems expressly required to be delivered to Administrative Agent.

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Transaction Documents to which it is a party 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 Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit DocumentsTransaction Documents to which it is a party, and each Agent shall not be liable except for the performance of such duties and responsibilities as are express specified herein and therein. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees, and no Agent shall be responsible for any misconduct or negligence on the part of any such agent or employee appointed by it with due care. No Agent shall have, by reason hereof or any of the other Credit Transaction Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender or any other Person; and nothing herein or any of the other Credit Transaction Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Transaction Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it The Agents shall not be liable for any action taken or not taken by them (i1) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy at the direction of the RegisterBorrower or the Investment Manager as provided in this Agreement or the other Transaction Documents, (ii2) cooperate with Xxxxxxx Xxxxx in granting access to any the consent of or at the request or direction of the Requisite Lenders (or potential lenders) who Xxxxxxx Sachs identifies such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder), or, solely with respect to the Platform Collateral Agent, the Collateral Custodian or the Collateral Administrator, with the consent of or at the direction of the Administrative Agent or (3) in the absence of their own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final non-appealable judgment. The Lenders hereby direct each of the Agents, as applicable, to execute and (iii) maintain Xxxxxxx Xxxxx’ access deliver the Transaction Documents to which they are a party, respectively, on or prior to the PlatformInitial Credit Date and to execute and deliver additional Transaction Documents from time to time (upon written direction by the Requisite Lenders). Each Administrative Agent may disclose to It is hereby expressly acknowledged and agreed that, in taking any other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the foregoing actions, the Agents are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Transaction Documents, the Agents each shall have all of the rights, immunities, indemnities and other protections granted to them under this Agreement are several and not joint(in addition to those that may be granted to them under the terms of such other agreement or agreements).

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender 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 Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Each Without limiting the foregoing, each Lender and Agent (and by their acceptance of the benefits of the Collateral Documents, each Secured Party) irrevocably authorizes the Administrative Agent hereby agrees that it shall (i) furnish to Xxxxxxx Xxxxxand the Collateral Agent, in its capacity each such Agent’s reasonable discretion, to (a) enter into one or more amendments to the Intercreditor Agreement to join an Alternative Facility thereto, (b) enter into such amendments to the Intercreditor Agreement, or enter into a new Intercreditor Agreement that replaces the Intercreditor Agreement in existence as Arranger, upon Xxxxxxx Sachs’ request, a copy of the RegisterSecond Amendment Effective Date, to reflect such changes as may be reasonably agreed with any successor or replacement ABL Agent or any ABL Agent for a revolving credit facility that has refinanced the Revolving Credit Agreement in existence as of the Second Amendment Effective Date (with such new Intercreditor Agreement meeting the requirements of Section 6.1(m)), (iic) cooperate with Xxxxxxx Xxxxx enter into one or more Alternative Facility Intercreditor Agreements meeting the requirements set forth in granting access Section 6.1(m), (d) enter into one or more Permitted Securitization Intercreditor Agreements meeting the requirements set forth in Section 6.1(m), (e) enter into one or more Permitted Secured Notes Intercreditor Agreements in respect of Indebtedness permitted under Section 6.1(c) or Permitted Refinancing Debt Intercreditor Agreements in respect of Permitted Refinancing Indebtedness and (f) subject to any Lenders Section 10.5(b)(viii), enter into one or more agreements, or amendments to Collateral Documents, that subordinate (or potential lenders) who Xxxxxxx Sachs identifies or, to the Platform and (iiiextent such subordination is not permitted or customary in the relevant jurisdiction, release) maintain Xxxxxxx Xxxxx’ access to the Platform. Each Administrative Agent may disclose to any other party any information it reasonably believes it has received Liens in its capacity as such under this Agreement. The obligations favor of the Agents Collateral Agent for the benefit of the Secured Parties in any ABL Collateral to Liens securing obligations under this the Revolving Credit Agreement are several and or any Alternative Facility Liens, or enter into amendments to Collateral Documents that otherwise account for Liens securing obligations under the Revolving Credit Agreement or any Alternative Facility Liens (so long as not jointinconsistent with the Lien priorities contemplated hereby in respect of ABL Collateral).

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Transaction Documents to which it is a party 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 Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit DocumentsTransaction Documents to which it is a party, and each Agent shall not be liable except for the performance of such duties and responsibilities as are express specified herein and therein. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees, and no Agent shall be responsible for any misconduct or gross negligence on the part of any such agent or employee appointed by it with due care. No Agent shall have, by reason hereof or any of the other Credit Transaction Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender or any other Person; and nothing herein or any of the other Credit Transaction Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Transaction Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it The Agents shall not be liable for any action taken or not taken by them (i1) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy at the direction of the RegisterBorrower or the Services Provider as provided in this Agreement or the other Transaction Documents, (ii2) cooperate with Xxxxxxx Xxxxx in granting access to any the consent of or at the request or direction of the Requisite Lenders (or potential lenders) who Xxxxxxx Sachs identifies such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder), or, solely with respect to the Platform Collateral Agent, the Collateral Administrator or the Collateral Custodian with the consent of or at the written direction of the Administrative Agent or (3) in the absence of their own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final non-appealable judgment. The Lenders hereby direct each of the Agents, as applicable, to execute and (iii) maintain Xxxxxxx Xxxxx’ access deliver the Transaction Documents to which they are a party, respectively, on or prior to the PlatformClosing Date and to execute and deliver additional Transaction Documents from time to time (upon written direction by the Requisite Lenders or, solely with respect to the Collateral Custodian, upon written direction by the Administrative Agent). Each Administrative Agent may disclose to It is hereby expressly acknowledged and agreed that, in taking any other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the foregoing actions, the Agents are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Transaction Documents, the Agents each shall have all of the rights, immunities, indemnities and other protections granted to them under this Agreement are several and not joint.(in addition to those that may be granted to them under the terms of such other agreement or agreements). 130

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative each Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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 Agent shall have only those duties and responsibilities that are expressly specified herein and in the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Without limiting the generality of the foregoing, (a) each Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect not be subject to any Hedge Agreementfiduciary or other implied duties, (b) each Agent shall not have any Pari Passu Debt Agreement duty to take any discretionary action or exercise any other Person; discretionary powers, except discretionary rights and nothing herein powers expressly contemplated hereby or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of by the other Credit Documents that such Agent is required to exercise in writing by a Lender, and (c) except as expressly set forth herein and in the other Credit Documents, each Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or therein. Each Administrative Agent hereby agrees any of its Affiliates that is communicated to or obtained by it shall (i) furnish to Xxxxxxx Xxxxx, in its capacity as Arrangeran Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of a Lender or in the absence of its own bad faith, upon Xxxxxxx Sachs’ requestgross negligence or willful misconduct. Each Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to such Agent by a Credit Party, the Company, the Servicer, or a copy of the RegisterLender, and such Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) cooperate with Xxxxxxx Xxxxx the contents of any certificate, report or other document delivered hereunder or thereunder or in granting access to any Lenders (connection herewith or potential lenders) who Xxxxxxx Sachs identifies to the Platform and therewith, (iii) maintain Xxxxxxx Xxxxx’ access the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document, other than to the Platformconfirm receipt of items expressly required to be delivered to such Agent. Each Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may disclose to consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any other party action taken or not taken by it in accordance with the advice of any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the Agents under this Agreement are several and not jointcounsel, accountants or experts.

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other 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, including taking any action as a contractual representative of the Lenders. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties and responsibilities by or through its any one or more co-agents, sub-agents or employeesattorneys-in-fact appointed by it. Each Agent and any such co-agent or sub-agent may perform any or all its duties and responsibilities and exercise its rights, powers and remedies by or through their respective Related Parties. Any such co-agent, sub-agent or attorney-in-fact shall be entitled to the benefits of all provisions of this Article VIII and Article IX as though such co-agents, sub-agents or attorneys-in-fact were an Agent. The exculpatory provisions of this Article VIII shall apply to any such co-agent, sub-agent or attorney-in-fact and to the Related Parties of each Agent and any such co-agent, sub-agent or attorney-in-fact, and shall apply to their respective activities in connection with the syndication of the Facility provided for herein as well as their respective activities as an Agent. No Agent shall be responsible for the negligence or misconduct of any co-agents, sub-agents or attorneys-in-fact appointed by it except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such co-agent, sub-agent or attorney-in-fact. No Agent shall have, by reason hereof or any of the other Credit Loan Documents, a fiduciary or trustee relationship in respect of any Lenderwith, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement or any other Personimplied duties in respect of, any other Secured Party; 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 Agent any duties or obligations in respect hereof or any of the other Credit Loan Documents except as expressly set forth herein or therein, and its duties and obligations hereunder shall be administrative in nature. Each The Administrative Agent hereby agrees and the Collateral Agent are further authorized by the Lenders to enter into amendments and agreements supplemental to this Agreement or any other Loan Document for the purpose of curing any defect, inconsistency, omission or ambiguity in this Agreement or any other Loan Document to which the Administrative Agent or the Collateral Agent is a party or to effect administrative changes that it shall (i) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy of the Register, (ii) cooperate with Xxxxxxx Xxxxx in granting access are not adverse to any Lenders Lender (in each case without any consent or potential lenders) who Xxxxxxx Sachs identifies to approval by the Platform and (iii) maintain Xxxxxxx Xxxxx’ access to the Platform. Each Administrative Agent may disclose to any other party any information it reasonably believes it has received in its capacity as such under this Agreement. The obligations of the Agents under this Agreement are several and not jointLenders).

Powers and Duties. Each Term Loan Lender irrevocably authorizes Term Administrative Agent to take such action on such Term Loan 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 Term Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Revolving Lender irrevocably authorizes Revolving Facility 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 Revolving Facility Administrative Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Lender irrevocably authorizes each other Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Transaction Documents to which it is a party as are specifically delegated or granted to such Agent by the terms hereof and thereof, together (in the case of the Agents other than the Collateral Agent, the Collateral Administrator and the Borrower Accounts Securities Intermediary) 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 DocumentsTransaction Documents to which it is a party, and each Agent shall not be liable except for the performance of such duties and responsibilities as are express specified herein and therein. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees, and no Agent shall be responsible for any misconduct or gross negligence on the part of any such agent or employee appointed by it with due care. No Agent shall have, by reason hereof or any of the other Credit Transaction Documents, a fiduciary relationship in respect of any Lender, any holder of Obligations with respect to any Hedge Agreement, any Pari Passu Debt Agreement Lender or any other Person; and nothing herein or any of the other Credit Transaction Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Transaction Documents except as expressly set forth herein or therein. Each Administrative Agent hereby agrees that it The Agents shall not be liable for any action taken or not taken by them (i1) furnish to Xxxxxxx Xxxxx, in its capacity as Arranger, upon Xxxxxxx Sachs’ request, a copy with the consent of or at the request or direction of the Register, (ii) cooperate with Xxxxxxx Xxxxx in granting access to any Requisite Lenders (or potential lenders) who Xxxxxxx Sachs identifies such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder), or, solely with respect to the Platform and (iii) maintain Xxxxxxx Xxxxx’ access Collateral Agent or the Collateral Administrator with the consent of or at the direction of the Administrative Agent or, to the Platform. Each Administrative Agent may disclose to any other party any information it reasonably believes it has received extent expressly permitted hereunder, the Borrower (or the Investment Manager on behalf of the Borrower) or (2) in its capacity the absence of their own gross negligence or willful misconduct as such under this Agreementdetermined by a court of competent jurisdiction by a final non-appealable judgment. The obligations Lenders hereby direct each of the Agents, as applicable, to execute and deliver the Transaction Documents to which they are a party, respectively, on or prior to the Effective Date and to execute and deliver additional Transaction Documents and Escrowed Assignment Agreement Documents from time to time (upon written direction by the Requisite Lenders). It is hereby expressly acknowledged and agreed that, in taking any of the foregoing actions, the Agents are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Transaction Documents, the Agents each shall have all of the rights, immunities, indemnities and other protections granted to them under this Agreement are several (in addition to those that may be granted to them under the terms of such other agreement or agreements). Concurrently herewith, the Administrative Agent directs the Collateral Agent and not jointthe ‎Collateral Agent is authorized to enter into the Securities Account Control Agreement, the Existing ‎Account Control Agreement, the Pledge and Security Agreement and that certain Appointment, Assignment and Assumption Agreement, dated as of the Effective Date, and to acknowledge the Limited Guaranty. For the avoidance of doubt, all of ‎the Collateral Agent’s rights, protections and immunities provided herein shall apply to the Collateral ‎Agent for any actions taken or omitted to be taken under the Securities Account Control Agreement or ‎the Existing Account Control Agreement, the Pledge and Security Agreement and that certain Appointment, Assignment and Assumption Agreement and the Limited Guaranty, dated as of the Effective Date in such capacity.